Purchase and Sale Agreement


    
      

    

     

    Exhibit
      10.1

     

     

    

       

      PURCHASE
        AND SALE AGREEMENT

       

      by
        and among

      


      SRCG,
        Ltd.

      


      and

      


      SRCG
        Genpar, L.P.,

      as
        Sellers,

      and

       

      SOUTHERN
        UNION PANHANDLE LLC

      and

       

      SOUTHERN
        UNION GATHERING COMPANY LLC,

       

      as
        Buyers,

      dated
        as of

       

      December
        15, 2005

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Table
        of Contents

                                                                                        
        Page

      
        
          	
                  ARTICLE
                    I

                	
                  DEFINITIONS
                    AND RULES OF CONSTRUCTION

                	
                  1

                
	
                  Section
                    1.1

                	
                  Definitions.

                	
                  1

                
	
                  Section
                    1.2

                	
                  Rules
                    of Construction.

                	
                  10

                
	
                  ARTICLE
                    II

                	
                  PURCHASE
                    AND SALE; CLOSING

                	
                  11

                
	
                  Section
                    2.1

                	
                  Purchase
                    and Sale of Purchased Interests.

                	
                  11

                
	
                  Section
                    2.2

                	
                  Purchase
                    Price

                	
                  11

                
	
                  Section
                    2.3

                	
                  Estimated
                    Net Working Capital

                	
                  11

                
	
                  Section
                    2.4

                	
                  The
                    Closing

                	
                  11

                
	
                  Section
                    2.5

                	
                  Post-Closing
                    Purchase Price Reconciliation

                	
                  12

                
	
                  ARTICLE
                    III

                	
                  REPRESENTATIONS
                    AND WARRANTIES RELATING TO SELLERS

                	
                  14

                
	
                  Section
                    3.1

                	
                  Organization
                    of Sellers

                	
                  14

                
	
                  Section
                    3.2

                	
                  Authorization;
                    Enforceability

                	
                  14

                
	
                  Section
                    3.3

                	
                  No
                    Conflict

                	
                  14

                
	
                  Section
                    3.4

                	
                  Litigation

                	
                  15

                
	
                  Section
                    3.5

                	
                  Brokers’
                    Fees

                	
                  15

                
	
                  Section
                    3.6

                	
                  Ownership
                    of Purchased Interests

                	
                  15

                
	
                  ARTICLE
                    IV

                	
                  REPRESENTATIONS
                    AND WARRANTIES RELATING TO THE PARTNERSHIP
                    COMPANIES

                	
                  16

                
	
                  Section
                    4.1 

                	
                  Organization
                    of the Partnerships

                	
                  16

                
	
                  Section
                    4.2

                	
                  Organization
                    and Capitalization of the SRES Subsidiaries and Grey
                    Ranch

                	
                  16

                
	
                  Section
                    4.3

                	
                  No
                    Conflict

                	
                  18

                
	
                  Section
                    4.4 

                	
                  Financial
                    Statements

                	
                  18

                
	
                  Section
                    4.5

                	
                  Absence
                    of Certain Changes

                	
                  19

                
	
                  Section
                    4.6

                	
                  Contracts

                	
                  19

                
	
                  Section
                    4.7

                	
                  Intellectual
                    Property

                	
                  21

                
	
                  Section
                    4.8

                	
                  Litigation

                	
                  21

                
	
                  Section
                    4.9

                	
                  Employee
                    Benefit Plans

                	
                  22

                
	
                  Section
                    4.10

                	
                  Taxes

                	
                  26

                
	
                  Section
                    4.11

                	
                  Environmental
                    Matters

                	
                  27

                
	
                  Section
                    4.12

                	
                  Legal
                    Compliance

                	
                  28

                
	
                  Section
                    4.13

                	
                  Permits

                	
                  28

                
	
                  Section
                    4.14

                	
                  Insurance

                	
                  28

                
	
                  Section
                    4.15

                	
                  Employees;
                    Labor Relations

                	
                  29

                
	
                  Section
                    4.16

                	
                  Properties

                	
                  29

                
	
                  Section
                    4.17 

                	
                  Governmental
                    Regulation

                	
                  30

                
	
                  Section
                    4.18. 

                	
                  Imbalances;
                    Certain Impairments

                	
                  30

                
	
                  Section
                    4.19. Companies

                	
                  Certain
                    Business Relationships with Partnership Companies

                	
                  30

                
	
                  ARTICLE
                    V

                	
                  REPRESENTATIONS
                    AND WARRANTIES RELATING TO BUYERS

                	
                  31

                
	
                  Section
                    5.1

                	
                  Organization
                    of Buyers.

                	
                  31

                
	
                  Section
                    5.2 

                	
                  Authorization;
                    Enforceability

                	
                  31

                
	
                  Section
                    5.3

                	
                  No
                    Conflict

                	
                  31

                
	
                  Section
                    5.4

                	
                  Litigation

                	
                  32

                
	
                  Section
                    5.5

                	
                  Brokers’
                    Fees

                	
                  32

                
	
                  Section
                    5.6

                	
                  Financial
                    Ability

                	
                  32

                
	
                  Section
                    5.7

                	
                  Investment
                    Representation

                	
                  32

                
	
                  ARTICLE
                    VI

                	
                  COVENANTS

                	
                  32

                
	
                  Section
                    6.1

                	
                  Conduct
                    of Business

                	
                  32

                
	
                  Section
                    6.2

                	
                  Access

                	
                  35

                
	
                  Section
                    6.3

                	
                  Third
                    Party Approvals and Cooperation

                	
                  36

                
	
                  Section
                    6.4 

                	
                  Regulatory
                    Filings.

                	
                  36

                
	
                  Section
                    6.5

                	
                  No-Hire/Non-Solicitation

                	
                  37

                
	
                  Section
                    6.6

                	
                  Partnership
                    Guarantees

                	
                  37

                
	
                  Section
                    6.7

                	
                  Indebtedness;
                    Termination of Related Party Transactions

                	
                  38

                
	
                  Section
                    6.8

                	
                  Update
                    Information

                	
                  38

                
	
                  Section
                    6.9

                	
                  Change
                    of Name; Seller Marks.

                	
                  38

                
	
                  Section
                    6.10

                	
                  Books
                    and Records

                	
                  39

                
	
                  Section
                    6.11

                	
                  Permits

                	
                  40

                
	
                  Section
                    6.12 

                	
                  Insurance.

                	
                  40

                
	
                  Section
                    6.13

                	
                  Further
                    Assurances

                	
                  41

                
	
                  Section
                    6.14

                	
                  Exclusivity

                	
                  41

                
	
                  Section
                    6.15

                	
                  Release
                    Related to Due Diligence Activities

                	
                  41

                
	
                  Section
                    6.16

                	
                  Identification
                    of Transferred Employees

                	
                  42

                
	
                  Section
                    6.17

                	
                  Employment
                    of Transferred Employees

                	
                  43

                
	
                  Section
                    6.18

                	
                  No
                    Duplicate Benefits

                	
                  44

                
	
                  Section
                    6.19

                	
                  Employees
                    on LTD

                	
                  44

                
	
                  Section
                    6.20

                	
                  Defined
                    Benefit Plan, Deferred Compensation Plan and Defined Contribution
                    Plans

                	
                  44

                
	
                  Section
                    6.21

                	
                  Welfare
                    Benefit Plans

                	
                  45

                
	
                  Section
                    6.22

                	
                  Vacation

                	
                  46

                
	
                  Section
                    6.23

                	
                  No
                    Third Party Beneficiaries

                	
                  46

                
	
                  Section
                    6.24

                	
                  Plan
                    Terms Controlling

                	
                  46

                
	
                  Section
                    6.25

                	
                  WARN
                    Act Requirements

                	
                  46

                
	
                  Section
                    6.26

                	
                  Successors
                    and Assigns

                	
                  47

                
	
                  Section
                    6.27

                	
                  Financial
                    Statements

                	
                  47

                
	
                  Section
                    6.28 

                	
                  Certain
                    Contracts

                	
                  47

                
	
                  Section
                    6.29 

                	
                  Capital
                    Expenditures

                	
                  47

                
	
                  ARTICLE
                    VII

                	
                  TAX
                    MATTERS

                	
                  47

                
	
                  Section
                    7.1

                	
                  [Intentionally
                    Omitted]

                	
                  47

                
	
                  Section
                    7.2

                	
                  Tax
                    Returns

                	
                  47

                
	
                  Section
                    7.3

                	
                  Transfer
                    Taxes

                	
                  50

                
	
                  Section
                    7.4

                	
                  Tax
                    Indemnity

                	
                  50

                
	
                  Section
                    7.5

                	
                  Scope

                	
                  51

                
	
                  ARTICLE
                    VIII

                	
                  CONDITIONS
                    TO OBLIGATIONS

                	
                  52

                
	
                  Section
                    8.1 

                	
                  Conditions
                    to Obligations of Buyers

                	
                  52

                
	
                  Section
                    8.2 

                	
                  Conditions
                    to the Obligations of Sellers

                	
                  54

                
	
                  ARTICLE
                    IX

                	
                  INDEMNIFICATION

                	
                  55

                
	
                  Section
                    9.1 

                	
                  Survival

                	
                  55

                
	
                  Section
                    9.2

                	
                  Indemnification

                	
                  55

                
	
                  Section
                    9.3

                	
                  Indemnification
                    Procedures

                	
                  56

                
	
                  Section
                    9.4

                	
                  Limitations
                    on Liability of Sellers

                	
                  58

                
	
                  Section
                    9.5

                	
                  Waiver
                    of Other Representations.

                	
                  59

                
	
                  Section
                    9.6

                	
                  Purchase
                    Price Adjustment

                	
                  60

                
	
                  Section
                    9.7

                	
                  Exclusive
                    Remedy

                	
                  60

                
	
                  Section
                    9.8

                	
                  Waiver
                    of Consequential Damages

                	
                  60

                
	
                  Section
                    9.9

                	
                  Tax
                    Indemnity

                	
                  60

                
	
                  Section
                    9.10 

                	
                  Security

                	
                  60

                
	
                  ARTICLE
                    X

                	
                  TERMINATION

                	
                  61

                
	
                  Section
                    10.1

                	
                  Termination

                	
                  61

                
	
                  Section
                    10.2 

                	
                  Effect
                    of Termination

                	
                  61

                
	
                  ARTICLE
                    XI

                	
                  MISCELLANEOUS

                	
                  62

                
	
                  Section
                    11.1

                	
                  Notices.

                	
                  62

                
	
                  Section
                    11.2 

                	
                  Assignment

                	
                  63

                
	
                  Section
                    11.3 

                	
                  Benefits
                    of Agreement

                	
                  64

                
	
                  Section
                    11.4 

                	
                  Expenses

                	
                  64

                
	
                  Section
                    11.5

                	
                  Counterparts

                	
                  64

                
	
                  Section
                    11.6 

                	
                  Entire
                    Agreement

                	
                  64

                
	
                  Section
                    11.7 

                	
                  Disclosure
                    Schedule

                	
                  65

                
	
                  Section
                    11.8

                	
                  Acknowledgment
                    by Buyer

                	
                  65

                
	
                  Section
                    11.9 

                	
                  Amendments
                    and Waivers

                	
                  65

                
	
                  Section
                    11.10 

                	
                  Publicity

                	
                  65

                
	
                  Section
                    11.11 

                	
                  Severability

                	
                  66

                
	
                  Section
                    11.12 

                	
                  Governing
                    Law; Jurisdiction

                	
                  66

                


        

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        Disclosure
          Schedule

         

        Schedule
          1.1(a) - Buyers
          Knowledge

        Schedule
          1.1(b) - Sellers
          Knowledge

        Schedule
          1.1(c) - Permitted
          Liens

        Schedule
          1.1(d) - Capital
          Expenditure Budget

        Schedule
          1.1(e) - Current
          Assets

        Schedule
          1.1(f) - Current
          Liabilities

        Schedule
          3.3 - Seller
          Approvals

        Schedule
          4.1 - Partnerships

        Schedule
          4.2(b) - Foreign
          Qualifications

        Schedule
          4.2(d) - SRES
          Subsidiaries

        Schedule
          4.2(e)(i) - Grey
          Ranch Foreign Qualifications

        Schedule
          4.2(e)(ii) - Grey
          Ranch Ownership

        Schedule
          4.4 - Financial
          Statements

        Schedule
          4.5 - Absence
          of Certain Changes

        Schedule
          4.6(a) - Material
          Contracts

        Schedule
          4.6(b) - Certain
          Contracts

        Schedule
          4.6(c) - Enforceability
          of Material Contracts

        Schedule
          4.7(a) - Intellectual
          Property

        Schedule
          4.8 - Litigation

        Schedule
          4.9(a) - Employee
          Benefit Plans

        Schedule
          4.9(b) - Qualified
          Plans

        Schedule
          4.9(c) - Plans
          Subject to Title IV of ERISA

        Schedule
          4.10(a) - Taxes

        Schedule
          4.10(c) - Tax
          Jurisdictions

        Schedule
          4.11(a) - Environmental
          Matters

        Schedule
          4.11(b) - Underground
          Storage Tanks

        Schedule
          4.12 - Legal
          Compliance

        Schedule
          4.13 - Permits

        Schedule
          4.14 - Insurance

        Schedule
          4.16(a) - Properties

        Schedule
          4.16(b) - Preferential
          Purchase Rights

        Schedule
          4.17 - Governmental
          Regulation

        Schedule
          4.18 - Imbalances

        Schedule
          4.19 - Certain
          Business Relationships

        Schedule
          5.3 - Buyer
          Approvals

        Schedule
          6.1 - Conduct
          of Business

        Schedule
          6.6 - Partnership
          Guarantees

        Schedule
          6.7(c) - Excluded
          Contracts

        Schedule
          6.7(d) - Commodity
          Positions

        Schedule
          6.16(a) - Active
          Employees

        Schedule
          6.16(b) - Non-Transferred
          Employees

        Schedule
          6.16(c)  - Other
          Employees

        Schedule
          6.19 - Employees
          on Long Term Disability

        Schedule
          6.22 - Vacation
          Pay

        Schedule
          8.1(l) - Persons
          Executing Retention Agreements

        Schedule
          8.1(m) - Environmental
          Policy


         

        Exhibits

         

         

        Exhibit
          2.4(b)(i)  Assignment
          and Assumption Agreement

         

        Exhibit
          2.4 (b)(ii) 
Certificate
          of Non-Foreign Status

         

        Exhibit
          8.1(l)  
Retention
          Agreements

         

        Exhibit
          8.1(n)   Transition
          Services Agreement

         

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



         

        PURCHASE
          AND SALE AGREEMENT

        


        THIS
          PURCHASE AND SALE AGREEMENT, dated as of December 15, 2005 (this “Agreement”), is entered
          into by and among SRCG, Ltd., a Texas limited partnership (“SRCG”),
          SRCG
          Genpar, L.P., a Delaware limited partnership (“Genpar”
          and,
          together with SRCG, “Sellers”),
          SOUTHERN UNION GATHERING COMPANY LLC, a Delaware limited liability company
          (“LP
          Interest Buyer”),
          and
          SOUTHERN UNION PANHANDLE LLC, a Delaware limited liability company (“GP
          Interest Buyer”
and,
          together with LP Interest Buyer, “Buyers”).

        


        RECITALS

        


        WHEREAS,
          SRCG owns and desires to sell to LP Interest Buyer, and LP Interest Buyer
          desires to purchase from SRCG, on the terms and subject to the conditions
          set
          forth herein, (i) 100% of the limited partner interests in Sid Richardson
          Energy
          Services, Ltd., a Texas limited partnership (“SRES”),
          and
          (ii) 100% of the limited partner interests in Richardson Energy Marketing,
          Ltd.,
          a Texas limited partnership (“REM”);

        


        WHEREAS,
          Genpar owns and desires to sell to GP Interest Buyer, and GP Interest Buyer
          desires to purchase from Genpar, on the terms and subject to the conditions
          set
          forth herein, (i) 100% of the general partner interests in SRES, (ii) 100%
          of
          the general partner interests in REM and (iii) 100% of the general partner
          interests in Leapartners, L.P., a Texas limited partnership (“Leapartners”);

        


        WHEREAS,
          SRES (itself or through the SRES Subsidiaries) owns and operates a system
          of
          natural gas transportation, gathering, treating, compression and processing
          facilities in Texas and New Mexico; and

        


        WHEREAS,
          REM provides necessary gas control and ensures the sale of SRES’s controlled and
          owned natural gas and natural gas liquids; 

        


        NOW,
          THEREFORE, in consideration of the premises and mutual covenants contained
          herein and other good and valuable consideration, the receipt and sufficiency
          of
          which are hereby acknowledged, the Parties agree as follows:

        


        


        ARTICLE
          I

        DEFINITIONS
          AND RULES OF CONSTRUCTION

        


        Section
          1.1 Definitions.
          As
          used
          herein, the following terms shall have the following meanings:

        


        “Accounting
          Firm”
          has the
          meaning provided such term in Section 2.5(d).

        


        “Active
          Employees”
has
          the
          meaning provided such term in Section 6.16(a).


        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        


        


        


        “Affiliate” means,
          with respect to any Person, any other Person that, directly or indirectly,
          controls, is controlled by or is under common control with, such specified
          Person through one or more intermediaries or otherwise. For the purposes
          of this
          definition, “control” means, where used with respect to any Person, the
          possession, directly or indirectly, of the power to direct or cause the
          direction of the management and policies of such Person, whether through
          the
          ownership of voting securities, by contract or otherwise, and the terms
          “controlling” and “controlled” have correlative meanings.

        


        “Agreement”has
          the
          meaning provided such term in the preamble to this Agreement.

        


        “Allocation”has
          the
          meaning provided such term in Section 7.2(i).

        


        “Assets”has
          the
          meaning provided such term in Section 4.16(a).

        


        “Audited
          Financial Statements”has
          the
          meaning provided such term in Section 4.4(a).

        


        “Bank
          Credit Facility”
          means
          the Amended and Restated Credit Agreement, dated as of October 8, 2004,
          among
          Sid Richardson Energy Services, Ltd., as borrower, the lenders party thereto,
          JP
          Morgan Chase Bank, as administrative agent, and Fleet National Bank, Wells
          Fargo
          Bank, N.A. and U.S. Bank National Association, as managing agents.

        


        “Benefit
          Plan”means
          (i)
          each “employee benefit plan,” as such term is defined in Section 3(3) of ERISA,
          (ii) each plan that would be an employee benefit plan if it were subject
          to
          ERISA, (iii) each stock bonus, stock ownership, stock option, stock purchase,
          stock appreciation rights, phantom stock or other stock plan (whether qualified
          or nonqualified) and (iv) each bonus, deferred compensation or incentive
          compensation plan; provided,
          however, that
          such
          term shall not include (a) routine employment policies and procedures developed
          and applied in the ordinary course of business, including wage, vacation,
          holiday, and sick or other leave policies, (b) workers’ compensation insurance,
          (c) directors’ and officers’ liability insurance and (d) Material
          Contracts.

        


        “Business
          Day”means
          any
          day that is not a Saturday, Sunday or legal holiday in the State of Texas
          or a
          federal holiday in the United States.

        


        “Buyers”has
          the
          meaning provided such term in the preamble to this Agreement.

        


        “Buyer
          Approvals”has
          the
          meaning provided such term in Section 5.3.

        


        “Buyer
          Indemnified Parties”has
          the
          meaning provided such term in Section 9.2(a). 

        


        “Buyers’
          401(k) Plan”
          has the
          meaning provided such term in Section 6.20(c).

        


        “Cap
          Amount”
          has the
          meaning provided such term in Section 9.4(c).


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        


        


        “Capital
          Expenditure Budget”
          means
          the 2006 capital expenditure budget of the Partnership Companies attached
          hereto
          as Schedule
          1.1(d).

        


        “Cause”means
          termination because of a material dereliction of duty, commission of a
          felony or
          crime of moral turpitude, material violation of any written policy of the
          employer, willfully engaging in conduct the employee knows or should know
          is
          materially injurious to the employer or its Affiliates or termination because
          of
          any other “termination for cause” provision in the applicable individual’s
          employment agreement, if any. 

        


        “Closing”has the
          meaning provided such term in Section 2.4(a). 

        


        “Closing
          Date”has
          the
          meaning provided such term in Section 2.4(a). 

        


        “Closing
          Statement”has
          the
          meaning provided such term in Section 2.5(a). 

        


        “COBRA”
          has the
          meaning provided such term in Section 6.21.

        


        “Code”means
          the
          Internal Revenue Code of 1986, as amended.

        


        “Competitive
          Business”
          has the
          meaning provided such term in Section 6.9(c).

        


        “Confidentiality
          Agreement”means
          the
          Confidentiality Agreement between SRES and Panhandle Eastern Pipe Line
          Company,
          LP dated December 8, 2005.

        


        “Continuation
          Period”
          has the
          meaning provided such term in Section 6.17(c).

        


        “Contract”means
          any
          legally binding agreement, commitment, lease, license or contract, instrument
          or
          other arrangement but excluding Benefit Plans.

        


        “Current
          Assets”means
          the
          sum of all current assets of the Partnership Companies as of the Closing
          Date,
          calculated on a basis consistent with the methodology reflected on Schedule
          1.1(e)
          and
          otherwise computed in accordance with GAAP adjusted consistent with the
          methodology reflected on Schedule
          1.1(e)
          (provided that: (i) all commodity price hedges regardless of their term
          shall be
          marked to market as of the Closing Date and the resulting gain, if any,
          shall be
          included in Current Assets; and (ii) natural gas imbalances, if any, shall
          be
          marked to market), as adjusted to give effect to the exclusion of 50% of
          the
          current assets of Grey Ranch. For illustrative purposes only, as of September
          30, 2005, Current Assets totaled $304,464,312, as reflected on the calculations
          attached hereto as Schedule
          1.1(e).

        


        “Current
          Liabilities”means
          the
          sum of all current liabilities and all Indebtedness of the Partnership
          Companies
          as of the Closing Date, calculated on a basis consistent with the methodology
          reflected on Schedule
          1.1(f)
          hereto
          and otherwise computed in accordance with GAAP adjusted consistent with
          the
          methodology reflected on Schedule
          1.1(f)
          (provided that: (i) all commodity price hedges, regardless of their term,
          shall
          be marked to market as of the Closing Date and the resulting loss, if any,
          shall
          be included in Current Liabilities; (ii) natural gas imbalances, if any,
          shall
          be marked to market), as adjusted to give effect to the terms of



        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        this
          Agreement and the consummation of the transactions contemplated hereby
          on the
          Closing Date and to the exclusion of 50% of the current liabilities and
          Indebtedness of Grey Ranch. For illustrative purposes only, as of September
          30,
          2005, Current Liabilities totaled $288,746,196, as reflected on the calculations
          attached hereto as Schedule
          1.1(f).

        


        “Direct
          Claim”
          has the
          meaning provided such term in Section 9.3(c).

        


        “Disclosure
          Schedule”
          means
          the schedules attached hereto. 

        


        “Dollars”and“$”
          mean the
          lawful currency of the United States.

        


        “Easements”
          means
          all easements, rights-of-way, servitudes, property use agreements, line
          rights,
          permits and licenses associated with or related to the Facilities.

        


        “Eligible
          Transferred Employees”
          has the
          meaning provided such term in Section 6.20(a).

        


        “Employees”
          means
          the employees of any Partnership Company.

        


        “Engage
          In”has
          the
          meaning provided such term in Section 6.9(c).

        


        “Environmental
          Law”means
          any
          applicable Law relating to human health, the environment (including natural
          resources) or the protection thereof and Hazardous Materials, including
          any
          applicable provisions of the Comprehensive Environmental Response, Compensation
          and Liability Act, 42 U.S.C. § 9601 et
          seq.,
          the
          Hazardous Materials Transportation Act, 49 U.S.C. § 5101 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.,
          the
          Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136
          et
          seq.,
          and
          the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et
          seq.,
          and
          all analogous state or local Laws including those pertaining to oil and
          gas
          exploration, production, gathering and processing wastes.

        


        “ERISA”means
          the
          Employee Retirement Income Security Act of 1974, as amended.

        


        “ERISA
          Affiliate”
          has the
          meaning provided such term in Section 4.9(b)(iii).

        


        “Estimated
          Net Working Capital Amount”
          means
          $25,000,000.

        


        “Estimated
          Purchase Price”means
          an
          amount equal to $1,600,000,000 ($1,580,386,500 in respect of the Limited
          Partner
          Interests and $19,613,500 in respect of the General Partner
          Interests).

        


        “Exchange
          Act”has
          the
          meaning provided such term in Section 6.3(b).

        


        “Excluded
          Subsidiary”
          has the
          meaning provided such term in Section 4.2(f).

        


        “Expiration
          Date”
          has the
          meaning provided such term in Section 9.1.


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        


        


        


        “Facilities” means
          the
          pipelines, compressors, processing plants, meters and treaters, together
          with
          all fixtures and appurtenances associated principally with the maintenance
          or
          operation of such pipelines, compressors, processing plants, meters and
          treaters, used or held for use by the Partnership Companies in connection
          with
          the operation of the business of the Partnership Companies.

        


        “Fee
          Interests”
          means
          all fee property interests associated with or related to the Facilities.
          

        


        “FERC” means
          the
          U.S. Federal Energy Regulatory Commission.

        


        “Financial
          Statements”has
          the
          meaning provided such term in Section 4.4.

        


        “Financing”
          has the
          meaning provided such term in Section 6.3(b).

        


        “GAAP”
          means
          accounting principles generally accepted in the United States as in effect
          from
          time to time, as consistently applied.

        


        “General
          Partner Interests”
          means
          the 100% general partner interests of Genpar in each of SRES, REM and
          Leapartners, as more particularly described in the recitals to this
          Agreement.

        


        “Genpar” has
          the
          meaning provided such term in the preamble to this Agreement.

        


        “Genpar
          GP” has
          the
          meaning provided such term in Section 8.1(d).

        


        “Governmental
          Authority”means
          any
          federal, state, municipal, local, foreign or similar governmental authority,
          regulatory or administrative agency, court or arbitral body.

        


        “GP
          Interest Buyer”
          has the
          meaning provided such term in the preamble to this Agreement.

        


        “Grey
          Ranch”
          means
          Grey Ranch Plant, L.P., a Texas limited partnership.

        


        “Hazardous
          Materials”
          means
          any product, substance, waste, pollutant, or contaminant that is defined
          or
          listed as hazardous or toxic or that is otherwise regulated under any applicable
          Environmental Law including radioactive materials (other than naturally
          occurring radioactive materials), asbestos, polychlorinated biphenyls,
          petroleum
          hydrocarbons, petroleum products, natural gas, crude oil and any fractions,
          or
          derivatives thereof.

        


        “HSR
          Act” means
          the
          Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
          regulations and rules promulgated pursuant to that act, or any successor
          law.

        


        “Indebtedness”means
          for
          any Person (i) indebtedness for borrowed money, including any obligation
          to
          reimburse any bank or other Person in respect of amounts paid or payable
          


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        


        under
          a
          standby letter of credit; (ii) obligations of such Person to pay the deferred
          purchase or acquisition price of property or services, other than trade
          accounts
          payable arising, and accrued expenses incurred, in the ordinary course
          of
          business; (iii) indebtedness for borrowed money of others secured by a
          Lien on
          the property of such Person, whether or not the respective indebtedness
          so
          secured has been assumed by such Person; (iv) capital lease obligations
          of such
          Person or (v) any guarantee with respect to Indebtedness of another
          Person.

        


        “Indemnified
          Party”has
          the
          meaning provided such term in Section 9.3(a). 

        


        “Indemnifying
          Party”has
          the
          meaning provided such term in Section 9.3(a). 

        


        “Indemnified
          Tax Claim”has
          the
          meaning provided such term in Section 7.4(b).

        


        “Intellectual
          Property”means
          intellectual property rights, statutory or common law, worldwide, including
          (i)
          trademarks, service marks, trade dress, slogans, logos and all goodwill
          associated therewith, and any applications or registrations for any of
          the
          foregoing; (ii) copyrights and any applications or registrations for any
          of the
          foregoing; and (iii) patents, all confidential know-how, trade secrets
          and
          similar proprietary rights in confidential inventions, discoveries,
          improvements, processes, techniques, devices, methods, patterns, formulae,
          specifications, and lists of suppliers, vendors, customers, and
          distributors.

        


        “Interim
          Financial Statements”
          has the
          meaning provided such term in Section 4.4.

        


        “Knowledge”as
          to
          Buyers means the actual knowledge, after reasonable inquiry, of those persons
          listed in Schedule
          1.1(a)
          and as
          to Sellers means the actual knowledge, after reasonable inquiry, of those
          persons listed in Schedule
          1.1(b).

        


        “Law”means
          any
          applicable law, rules of common law, rule, regulation, ordinance, order,
          judgment, decree or other legally enforceable requirement of a Governmental
          Authority.

        


        “Leapartners”
          has the
          meaning provided such term in the recitals to this Agreement.

        


        “Lien(s)”means
          any
          charges, pledges, options, mortgages, deeds of trust, hypothecations, security
          interests or other encumbrances or restrictions (whether on voting, sale,
          transfer, disposition or otherwise).

        


        “Limited
          Partner Interests”
          means
          the 100% limited partner interests of SRCG in each of SRES and REM, as
          more
          particularly described in the recitals to this Agreement.

        


        “Losses”
          means
          all claims, liabilities, losses, damages, fines, penalties, judgments,
          settlements, awards, costs and expenses (including reasonable fees and
          expenses
          of counsel, consultants, experts and other professional fees and any and
          all
          costs and expenses (including reasonable legal fees and accounting fees)
          incident to the enforcement of the indemnification provisions of this
          Agreement); provided,
          however, that
          Losses shall not include any special, punitive, exemplary, consequential
          or
          indirect damages or any lost profits, damage to reputation or loss to goodwill;
          provided,
          however, that
          in
          the case of Third Party Claims, 


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        


        Losses
          shall be deemed to include all forms of relief, monetary and otherwise
          asserted
          therein without any of the foregoing exceptions.

        


        “LP
          Interest Buyer” has
          the
          meaning provided such term in the preamble to this Agreement.

        


        “Material
          Adverse Effect”means,
          with respect to any Person, any circumstance, change or effect that (i)
          is
          materially adverse to the business, operations (including results of operation),
          assets, liabilities or financial condition of such Person (and, in the
          case of a
          Partnership Company, of the Partnership Companies taken as a whole) or
          (ii)
          materially impedes the ability of such Person to complete the transactions
          contemplated herein or to perform its obligations hereunder, but in the
          case of
          clause (i) above, shall exclude any circumstance, change or effect (except,
          as
          to clauses (a) and (c) below, to the extent that such circumstance, change
          or
          effect shall have a disproportionate impact (vis a vis other entities with
          operations in the counties where the Partnership Companies have physical
          assets)
          on the Partnership Companies) resulting or arising from:

        


        (a)  any
          change in general economic conditions in the industries or markets in which
          a
          Partnership Company operates;

        


        (b)  seasonal
          reductions in revenues and/or earnings of the Partnership Companies in
          the
          ordinary course of their respective businesses;

        


        (c)  national
          or international political, diplomatic or military conditions, including
          any
          engagement in hostilities, whether or not pursuant to a declaration of
          war, or
          the occurrence of any military or terrorist attack; and

        


        (d)  changes
          in GAAP or other accounting principles after the date hereof.

        


        “Material
          Contracts”has
          the
          meaning provided such term in Section 4.6(a). 

        


        “Net
          Working Capital Change Amount,”
          which
          may be positive or negative, means (x) the Estimated Net Working 

        


        “Non-Compete
          Area”
          has the
          meaning provided such term in Section 6.9(c).

        


        “Non-Transferred
          Employees”has
          the
          meaning provided such term in Section 6.16(b).

        


        “Organizational
          Documents”means
          any
          charter, certificate of incorporation, articles of association, bylaws,
          operating 

        


        “Other
          Employees”
          has the
          meaning provided such term in Section 6.16(c). 

        


        “Parties”means
          Sellers and Buyers.


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        


        


        “Partnership
          Company”
          means
          any of SRES, REM, Grey Ranch or any SRES Subsidiary.

        


        “Partnership
          Companies”
          means
          REM, SRES, Grey Ranch and the SRES Subsidiaries, collectively.

        


        “Partnership
          Guarantees”means
          all
          guarantees, letters of credit, bonds, sureties and other credit support
          or
          assurances provided by Sellers or their respective Affiliates (other than
          the
          Partnership Companies) in support of any obligations of any Partnership
          Company
          listed on Schedule
          6.6.
          and any
          other guarantees, letters of credit, bonds, sureties and other credit support
          or
          assurances that in the aggregate subject Sellers and their respective Affiliates
          (other than the Partnership Companies) to total aggregate exposure of no
          more
          than $5,000,000.

        


        “Partnerships”means
          SRES and REM.

        


        “PBGC”
          means
          the Pension Benefit Guaranty Corporation.

        


        “Permits”means
          authorizations, licenses, permits, registrations, exemptions or certificates
          issued by Governmental Authorities; provided,
          however, that
          right-of-way agreements and similar approvals are not included in the definition
          of Permits.

        


        “Permitted
          Liens”means
          (i)
          Liens for Taxes, impositions, assessments, fees, rents or other governmental
          charges levied or assessed or imposed not yet delinquent or being contested
          in
          good faith by appropriate proceedings, (ii) statutory Liens (including
          materialmen’s, warehousemen’s, mechanic’s, repairmen’s, landlord’s, and other
          similar Liens) arising in the ordinary course of business securing payments
          not
          yet delinquent or being contested in good faith by appropriate proceedings,
          (iii) the rights of lessors and lessees under leases executed in the ordinary
          course of business, (iv) the rights of licensors and licensees under licenses
          executed in the ordinary course of business, (v) restrictive covenants,
          easements and defects, imperfections or irregularities of title, if any,
          that do
          not or would not impair in any material respect the use or occupancy of
          any
          applicable asset or property in the operation of the business of the Partnership
          Companies, (vi) Liens securing rental payments under capital lease arrangements
          executed in the ordinary course of business, (vii) Liens listed on Schedule
          1.1(c)
          and
          (viii) Liens created by Buyers or its successors and assigns.

        


        “Person”means
          any
          individual, firm, corporation, partnership, limited liability company,
          incorporated or unincorporated association, joint venture, joint stock
          company,
          Governmental Authority or other entity of any kind.

        


        “Personal
          Property”
          means
          all items of personal property owned or leased by the Partnership Companies
          in
          connection with the operation of their business including, without limitation,
          all vehicles, equipment, furniture, files, records and operating inventories
          (which shall include, without limitation, chemicals, lubrications, fuels,
          corrosion inhibitors, field supplies, computers and office supplies located
          at
          the Facilities).

        


        “Policies”has
          the
          meaning provided such term in Section 4.14. 


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        


        


        


        “Pre-Closing
          Date Period Tax Claims”has
          the
          meaning provided such term in Section 7.2(e).

        


        “Pre-Closing
          Date Tax”has
          the
          meaning provided such term in Section 7.2(c).

        


        “Purchase
          Price”has
          the
          meaning provided such term in Section 2.2.

        


        “Purchased
          Interests”means
          the
          Limited Partner Interests and the General Partner Interests.

        


        “Qualified
          Beneficiary” has
          the
          meaning provided such term in Section 6.21.

        


        “Reasonable
          Efforts”means
          efforts in accordance with reasonable commercial practice and without the
          incurrence of unreasonable expense.

        


        “REM”
          has the
          meaning provided such term in the recitals to this Agreement.

        


        “Representatives”means,
          as
          to any Person, its officers, directors, employees, counsel, accountants,
          financial advisers and consultants.

        


        “Sellers”has
          the
          meaning provided such term in the preamble to this Agreement. 

        


        “Seller
          Approvals”has
          the
          meaning provided such term in Section 3.3.

        


        “Seller
          Indemnified Parties”has
          the
          meaning provided such term in Section 9.2(b). 

        


        “Seller
          Marks”has
          the
          meaning provided such term in Section 6.9(b).

        


        “Sellers’
          401(k) Plan”
          has the
          meaning provided such term in Section 6.20(c).

        


        “Sellers’
          Pension Plan” has
          the
          meaning provided such term in Section 6.20(a).

        


        “SRCG” has
          the
          meaning provided such term in the preamble to this Agreement.

        


        “SRCG
          Restoration Plan”
          has the
          meaning provided such term in Section 6.20(b).

        


        “SRES”
          has the
          meaning provided such term in the recitals to this Agreement.

        


        “SRES
          Subsidiaries”
          means
          Leapartners, SRCG-West Texas Gathering Company, Inc., a Texas corporation,
          Mi
          Vida Genpar, L.L.C., a Texas limited liability company, Sid Richardson
          Pipeline,
          Ltd., a Texas limited partnership, West Texas Gathering Company, a Delaware
          corporation, and Sid Richardson Gas Pipeline, Ltd., a Texas limited
          partnership.

        


        “Straddle
          Period”
          has the
          meaning provided such term in Section 7.2(c).


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        


        


        


        “Straddle
          Period Tax Claim”
          has the
          meaning provided such term in Section 7.2(c).

        


        “Tax
          Authority”means
          any
          Governmental Authority having jurisdiction over the assessment, determination,
          collection or imposition of any Tax.

        


        “Tax
          Benefit”means,
          with respect to a Loss, an amount by which the Tax liability of a Person
          (or
          group of corporations filing a Tax Return that includes the Person), with
          respect to a taxable period, is reduced as a result of such Loss or the
          amount
          of any Tax refund or Tax credit that is generated (including, by deduction,
          loss, credit or otherwise) as a result of such Loss, and any related interest
          received from any relevant Tax Authority.

        


        “Tax
          Indemnified Party”has
          the
          meaning provided such term in Section 7.4(b).

        


        “Tax
          Indemnifying Party”has
          the
          meaning provided such term in Section 7.4(b).

        


        “Tax
          Proceeding”has
          the
          meaning provided such term in Section 7.2(f).

        


        “Tax
          Returns”means
          any
          report, return, election, document, estimated tax filing, declaration or
          other
          filing provided to any Tax Authority including any amendments
          thereto.

        


        “Taxes” means
          all
          taxes, assessments, charges, duties, fees, levies, imposts or other similar
          charges imposed by a Governmental Authority, including all income, franchise,
          profits, capital gains, capital stock, transfer, gross receipts, sales,
          use,
          transfer, service, occupation, ad valorem, property, excise, severance,
          windfall
          profits, premium, stamp, license, payroll, employment, social security,
          unemployment, disability, environmental (including taxes under Code Section
          59A), alternative minimum, add-on, value-added, withholding and other taxes,
          assessments, charges, duties, fees, levies, imposts or other similar charges
          of
          any kind whatsoever (whether payable directly or by withholding and whether
          or
          not requiring the filing of a Tax Return), and all estimated taxes, deficiency
          assessments, additions to tax, additional amounts imposed by any Governmental
          Authority, penalties and interest.

        


        “Third
          Party Claim”has
          the
          meaning provided such term in Section 9.3(a).

        


        “Threshold
          Amount”
          has the
          meaning provided such term in Section 9.4(b).

        


        “Transferred
          Employees”has
          the
          meaning provided such term in Section 6.17(a).

        


        “United
          States”means
          the
          United States of America.

        


        “Welfare
          Benefit Plan”has
          the
          meaning provided such term in Section 6.21.


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        


        


        Section
          1.2  Rules
          of Construction.

        


        (a) All
          article, section, schedule and exhibit references used in this Agreement
          are to
          articles, sections, schedules and exhibits to this Agreement unless otherwise
          specified. The schedules and exhibits attached to this Agreement constitute
          a
          part of this Agreement and are incorporated herein for all
          purposes.

        


        (b)  If
          a term
          is defined as one part of speech (such as a noun), it shall have a corresponding
          meaning when used as another part of speech (such as a verb). Terms defined
          in
          the singular have the corresponding meanings in the plural, and vice versa.
          Unless the context of this Agreement clearly requires otherwise, words
          importing
          the masculine gender shall include the feminine and neutral genders and
          vice
          versa. The term “includes” or “including” shall mean “including without
          limitation.” The words “hereof,”“hereto,”“hereby,”“herein,”“hereunder” and words
          of similar import, when used in this Agreement, shall refer to this Agreement
          as
          a whole and not to any particular section or article in which such words
          appear.
          The phrase “ordinary course of business” shall mean, with respect to the subject
          Person, the ordinary course of business consistent with past
          practice.

        


        (c)  The
          Parties acknowledge that each Party and its attorney has reviewed this
          Agreement
          and that any rule of construction to the effect that any ambiguities are
          to be
          resolved against the drafting Party, or any similar rule operating against
          the
          drafter of an agreement, shall not be applicable to the construction or
          interpretation of this Agreement.

        


        (d)  The
          captions in this Agreement are for convenience only and shall not be considered
          a part of or affect the construction or interpretation of any provision
          of this
          Agreement.

        


        (e)  All
          references to currency herein shall be to, and all payments required hereunder
          shall be paid in, Dollars.

        


        


        ARTICLE
          II

        PURCHASE
          AND SALE; CLOSING

        


        Section
          2.1 Purchase
          and Sale of Purchased Interests. At
          the
          Closing, upon the terms and subject to the conditions set forth in this
          Agreement, Sellers shall sell, assign, transfer and convey to Buyers, and
          Buyers
          shall purchase and acquire from Sellers, the Purchased Interests, free
          and clear
          of any Liens other than transfer restrictions imposed thereon by applicable
          securities Laws.

        


        Section
          2.2 Purchase
          Price. The
          aggregate consideration payable by Buyers to Sellers for the Purchased
          Interests
          (the “Purchase
          Price”) shall
          consist of $1,600,000,000 ($1,580,386,500 in respect of the Limited



        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        


        Partner
          Interests and $19,613,500 in respect of the General Partner Interests)
          minus the
          Net Working Capital Change Amount (which shall be divided as between the
          Buyers
          in the same proportion). 

        


        Section
          2.3 [Intentionally
          Omitted]

        


        Section
          2.4 The
          Closing.

        


        (a)
           The
          closing of the transactions contemplated by this Agreement (the “Closing”) shall
          take place at the offices of Kelly, Hart & Hallman, P.C., 201 Main Street,
          Suite 2500, Fort Worth, Texas 76102, commencing at 10:00 a.m. local time
          on the
          first day of the calendar month following the calendar month in which all
          of the
          conditions to Closing shall have been satisfied (with an effective time
          of 12:01
          a.m. on such date), or such other date as Buyers and Sellers may mutually
          determine (the “Closing
          Date”). 

        


        (b) At
          the
          Closing, Sellers will deliver the following documents and deliverables
          to
          Buyers:

        


        (i)  an
          Assignment and Assumption Agreement in the form of Exhibit 2.4(b)(i) effecting
          the transfer to Buyers of ownership of all of the Purchased
          Interests;

        


        (ii) a
          certificate certifying that the transactions contemplated hereby are exempt
          from
          withholding under Section 1445 of the Code in the form of Exhibit 2.4(b)(ii);
          and

        


        (iii) such
          other certificates, instruments of conveyance, and documents as may be
          reasonably requested by Buyers and agreed to by Sellers prior to the Closing
          Date to carry out the intent and purposes of this Agreement, including
          such
          certificates, instruments of conveyance and documents specified in Section
          8.1.

        


        (c) At
          the
          Closing, Buyers will deliver the following documents and deliverables to
          Sellers:

        


        (i)  an
          Assignment and Assumption Agreement in the form of Exhibit 2.4(b)(i) effecting
          the transfer to Buyers of ownership of all of the Purchased
          Interests;

        


        (ii)  an
          amount
          equal to the Estimated Purchase Price by wire transfer of immediately available
          funds to an account or accounts specified by Sellers; and

        


        (iii) such
          other certificates, instruments, and documents as may be reasonably requested
          by
          Sellers and agreed to by Buyers prior to the Closing Date to carry out
          the
          intent and purposes of this Agreement, including such certificates, instruments
          and documents specified in Section 8.2.

        


        Section
          2.5 Post-Closing
          Purchase Price Reconciliation.


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        


        


        


        (a) As
          soon
          as reasonably practicable following the Closing Date, and in any event
          within 45
          days thereafter, Sellers shall deliver to Buyers a closing statement of
          the
          Partnership Companies as of the Closing Date (the “Closing
          Statement”),
          prepared by Sellers in good faith and on a reasonable basis, setting forth
          in
          reasonable detail the proposed final determination of the Net Working Capital
          Change Amount, including such information relating thereto as may be specified
          in Article
          VII
          hereof.

        


        (b) From
          and
          after the delivery of the Closing Statement, and in order for Buyers to
          review
          the Closing Statement and the calculation of the Net Working Capital Change
          Amount, Sellers shall provide to Buyers and their Representatives prompt
          and
          full access to the personnel, accountants, books and records used by Sellers
          or
          their Representatives in the preparation of the Closing Statement and the
          calculation of the Net Working Capital Change Amount (and shall provide
          copies
          of applicable portions of such books and records as may be reasonably
          requested), and shall cause the employees of Sellers to cooperate in all
          reasonable respects with Buyers in connection with their review of such
          work
          papers and other documents and information relating to the preparation
          of the
          Closing Statement and the calculation of the Net Working Capital Change
          Amount.

        


        (c) Within
          45
          days after Buyers’ receipt of the Closing Statement, Buyers shall notify Sellers
          in writing whether Buyers agree or disagree with the Closing Statement.
          If
          Buyers accept the Closing Statement, Buyers or Sellers, as appropriate,
          shall,
          within five Business Days of such acceptance, make the following adjustments:
          (i) if the Net Working Capital Change Amount calculated based on the Closing
          Statement is a negative number, Buyers shall pay to Sellers in cash (by
          means of
          federal funds wire or interbank transfer in immediately available funds)
          a
          positive amount equal to the Net Working Capital Change Amount, or (ii)
          if the
          Net Working Capital Change Amount calculated based on the Closing Statement
          is a
          positive number, Sellers shall pay to Buyers in cash (by means of federal
          funds
          wire or interbank transfer in immediately available funds) an amount equal
          to
          the Net Working Capital Change Amount. In the event that any payment required
          by
          this Section 2.5(c) is not made by the appropriate Party when due pursuant
          to
          the terms of this Section 2.5(c), such payment shall accrue interest from
          the
          date such payment was due at the lesser of 15% per annum or the maximum
          rate
          permitted by applicable law. Such interest shall be paid by the appropriate
          Party upon demand by the other Party.

        


        (d) If
          Buyers
          disagree with the Closing Statement, Buyers’ notice as aforesaid shall specify
          in reasonable detail the nature and extent of such disagreement, and Buyers
          and
          Sellers shall have a period of 30 days from Sellers’ receipt of such notice in
          which to resolve such disagreement. If such notice of disagreement is not
          received by Sellers within the time specified in subsection (c) above,
          it shall
          be deemed that Buyers have accepted the Closing Statement with respect
          to all
          items set forth therein and within three Business Days after the expiration
          of
          such 30 day period, Buyers or Sellers, as appropriate, shall make the payments
          described in Section 2.5(c) hereof. Any disputed amounts which cannot be
          agreed
          to by the Parties within 30 days from Sellers’ receipt of Buyers’ notice of
          disagreement to the Closing Statement shall be determined by a mutually
          agreeable nationally recognized accounting firm that does not have a
          relationship with either Sellers or Buyers, or any of their respective
          


        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        


        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 binding on and shall, absent manifest error, be nonappealable
          by
          Sellers and Buyers. 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. 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
          50%
          by Sellers and 50% by Buyers.

        


        (e) Within
          five Business Days of the date on which the last disputed item required
          to
          determine the Net Working Capital Change Amount as of the Closing Date
          is
          resolved by the Accounting Firm, Buyers or Sellers, as appropriate, shall
          make
          the payments described in Section 2.5(c) hereof.

        


        


        ARTICLE
          III

        REPRESENTATIONS
          AND WARRANTIES RELATING TO SELLERS

        


        Sellers,
          jointly and severally, represent and warrant to Buyers as follows:

        


        Section
          3.1Organization
          of Sellers. SRCG
          is a
          limited partnership duly organized, validly existing and in good standing
          under
          the Laws of the State of Texas. Genpar is a limited partnership duly organized,
          validly existing and in good standing under the Laws of the State of
          Delaware.

        


        Section
          3.2 Authorization;
          Enforceability. Each
          Seller has all requisite partnership power and authority to execute and
          deliver
          this Agreement and to perform all obligations to be performed by it hereunder.
          The execution and delivery of this Agreement and the consummation of the
          transactions contemplated hereby have been duly and validly authorized
          and
          approved by all requisite partnership action of each of SRCG and Genpar.
          This
          Agreement has been duly and validly executed and delivered by each Seller
          and
          constitutes a valid and binding obligation of each such Seller, enforceable
          against each such Seller in accordance with its terms, subject to applicable
          bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
          and
          similar Laws affecting creditors’ rights generally and subject, as to
          enforceability, to general principles of equity.

        


        Section
          3.3 No
          Conflict. The
          execution and delivery of this Agreement by Sellers and the consummation
          of the
          transactions contemplated hereby by them (assuming all filings, consents,
          approvals, authorizations and notices set forth on Schedule
          3.3
          (collectively, the “Seller
          Approvals”) have
          been
          made, given or obtained) do not and shall not:


        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        


        


        (a)  violate
          any Law applicable to either Seller or any of its subsidiaries (other than
          the
          Partnership Companies); 

        


        (b)  require
          any filing with, consent, approval or authorization of, or notice to, any
          Governmental Authority or any other Person;

        


        (c)  violate
          any Organizational Document of either Seller or any of its subsidiaries
          (other
          than the Partnership Companies); or

        


        (d)  (i)
          breach or conflict with or constitute a default under any Contract, Benefit
          Plan
          or Permit to which either Seller or any of its subsidiaries (other than
          the
          Partnership Companies) is a party or by which either Seller or any of its
          subsidiaries (other than the Partnership Companies) or any of its assets
          may be
          bound, (ii) result in the acceleration, termination or modification of
          any such
          Contract, Benefit Plan or Permit, (iii) result in the creation of any Lien
          upon
          any of the Purchased Interests, or (iv) constitute an event which, after
          notice
          or lapse of time or both, would result in any such breach, acceleration,
          termination, modification or creation of a Lien upon any of the Purchased
          Interests or would create in any party the right to accelerate, terminate,
          modify or cancel any Contract, Benefit Plan or Permit of any Seller or
          any of
          its subsidiaries (other than the Partnership Companies);

        


        except,
          in the case of clause (b) and (d) above, as would not reasonably be expected,
          either individually or in the aggregate, to have a Material Adverse Effect
          on
          the Partnership Companies and on the ability of Sellers to enter into and
          timely
          perform their obligations under this Agreement and the other agreements
          contemplated hereby to be executed by Sellers.

        


        Section
          3.4 Litigation.
          Except
          as
          set forth on Schedule
          4.8,
          (a)
          there are no lawsuits, actions, investigations or proceedings by or before
          any
          Governmental Authority, arbitrator or mediator, pending or, to the Knowledge
          of
          either of the Sellers, threatened against either of the Sellers or any
          of their
          subsidiaries that, individually or in the aggregate, would reasonably be
          expected to have a Material Adverse Effect on the Partnership Companies
          or the
          ability of either Seller to perform its obligations under this Agreement
          and (b)
          there are no orders or unsatisfied judgments from any Governmental Authority,
          arbitrator or mediator binding upon either Seller or any of their subsidiaries
          that, individually or in the aggregate, would reasonably be expected to
          have a
          Material Adverse Effect on the Partnership Companies or the ability of
          either
          Seller to perform its obligations under this Agreement. Notwithstanding
          anything
          in this Agreement to the contrary, the provisions of this Section 3.4 shall
          not
          relate to or cover any matters relating to Taxes, Benefit Plans, Employees
          or
          Environmental Laws, which are addressed in Sections 4.10, 4.9, 4.15 and
          4.11,
          respectively.

        


        Section
          3.5 Brokers’
          Fees. Except
          for Lehman Brothers, Inc., no broker, finder, investment banker or other
          Person
          is entitled to any brokerage fee, finders’ fee or other commission in connection
          with the transactions contemplated by this Agreement based upon arrangements
          made by Sellers or any of their respective Affiliates (including the Partnership
          Companies); provided that any 


        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        


        brokerage
          fee, finders’ fee or other commission payable to Lehman Brothers, Inc. shall in
          no event be payable by the Partnership Companies. 

        


        Section
          3.6 Ownership
          of Purchased Interests.

        


        (a)  SRCG
          has
          good title to, holds of record and owns beneficially, the Limited Partner
          Interests free and clear of any Liens, other than transfer restrictions
          imposed
          thereon by applicable securities Laws. All the Limited Partner Interests
          are
          held by SRCG, and the Limited Partner Interests represent 100% of the
          outstanding limited partner interests of SRES and REM. On the Closing Date,
          upon
          payment of the Estimated Purchase Price in accordance with Section 2.4,
          the
          Limited Partner Interests will be acquired by Buyers free and clear of
          all Liens
          (other than restrictions imposed thereon by applicable securities
          Laws).

        


        (b)  Genpar
          has good title to, and holds of record and owns beneficially, the General
          Partner Interests free and clear of any Liens, other than transfer restrictions
          imposed thereon by applicable securities laws. All the General Partner
          Interests
          are held by Genpar, and the General Partner Interests represent 100% of
          the
          general partner interests of SRES, REM and Leapartners. On the Closing
          Date,
          upon payment of the Estimated Purchase Price in accordance with Section
          2.4, the
          General Partner Interests will be acquired by Buyers free and clear of
          all Liens
          (other than restrictions imposed thereon by applicable securities
          laws).

        


        (c)  (i)
          There
          are no outstanding options, warrants, rights or other securities convertible
          into or exchangeable or exercisable for partnership or other equity interests
          of
          any of the Partnership Companies, (ii) there are not any other commitments
          or
          agreements providing for the issuance of additional partnership or other
          equity
          interests of any of the Partnership Companies or the repurchase or redemption
          of
          partnership or other equity interests of any of the Partnership Companies,
          and
          (iii) there are no agreements of any kind which may obligate the Partnership
          Companies to issue, purchase, redeem or otherwise acquire any of their
          respective partnership or other equity interests. There are no voting
          agreements, proxies or other similar agreements or understandings with
          respect
          to the partnership or other equity interests of any of the Partnership
          Companies.

        


        (d)  All
          of
          the outstanding partnership interests of the Partnerships (i) have been
          duly
          authorized and validly issued and (ii) were not issued in violation of
          any
          preemptive rights or other preferential rights of subscription or purchase
          of
          any Person.

        


        (e)  The
          Sellers, directly or indirectly, own all of the equity interests of Sid
          Richardson Carbon, Ltd.

        



        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        


        


        ARTICLE
          IV

        REPRESENTATIONS
          AND WARRANTIES RELATING TO THE PARTNERSHIP COMPANIES

        


        Sellers,
          jointly and severally, represent and warrant to Buyers as follows:

        


        Section
          4.1  Organization
          of the Partnerships. Each
          of
          the Partnerships is duly organized, validly existing and in good standing
          under
          the Laws of the jurisdiction of its organization and has the requisite
          partnership power and authority to own or lease its assets and to conduct
          its
          business as it is now being conducted. Each of the Partnerships is duly
          licensed
          or qualified in each jurisdiction in which the ownership or operation of
          its
          assets or the character of its activities is such as to require it to be
          so
          licensed or qualified, except where the failure to be so licensed or qualified
          would not, individually or in the aggregate, have a Material Adverse Effect
          on
          such Partnership. Schedule
          4.1
          sets
          forth the jurisdiction of organization of each Partnership, the jurisdictions
          in
          which each Partnership is qualified or licensed to do business as a foreign
          limited partnership and the authorized, issued and outstanding equity interests
          and the record and beneficial owners thereof of each Partnership. Sellers
          have
          made available through the electronic data room or otherwise provided to
          Buyers
          true copies of all existing Organizational Documents of the
          Partnerships.

        


        Section
          4.2 Organization
          and Capitalization of the SRES Subsidiaries and Grey
          Ranch.

        


        (a)  With
          the
          exception of the general partner interest of Genpar in Leapartners, SRES,
          directly or indirectly through another SRES Subsidiary, owns, of record
          and
          beneficially, all of the outstanding equity interests of each other SRES
          Subsidiary. Other than SRES’s indirect equity interest in Grey Ranch, the SRES
          Subsidiaries are the only corporations, limited partnerships, limited liability
          companies and other Persons in which SRES owns, directly or indirectly,
          an
          equity interest. REM does not own any equity interest in any corporation,
          limited partnership, limited liability company or any other Person.

        


        (b)  Each
          SRES
          Subsidiary is duly organized or incorporated, validly existing and in good
          standing under the Laws of its respective jurisdiction of organization
          or
          incorporation, is duly qualified to do business as a foreign limited liability
          company, limited partnership or corporation in each jurisdiction set forth
          opposite such SRES Subsidiary’s name on Schedule
          4.2(b),
          which
          are all the jurisdictions in which the business it is conducting, or the
          operation, ownership or leasing of its properties, makes such qualification
          necessary, except jurisdictions in which the failure to be so qualified,
          individually or in the aggregate, would not have a Material Adverse Effect
          on
          the Partnership Companies. Each SRES Subsidiary has the requisite power
          and
          authority (as a corporation, limited partnership or limited liability company)
          to carry on its respective business as it is now being conducted and to
          own,
          operate and lease the assets it now owns, operates or holds under
          lease.

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

        


        (c)  All
          the
          outstanding shares of capital stock, partnership interests, membership
          interests
          and other equity interests of each SRES Subsidiary (i) have been duly authorized
          and validly issued (and, with respect to each of SRCG-West Texas Gathering
          Company, Inc. and West Texas Gathering Company, are fully paid and
          non-assessable), (ii) were not issued in violation of any preemptive rights
          or
          other preferential rights of subscription or purchase of any Person and
          (iii)
          are owned of record and beneficially by SRES or another SRES Subsidiary
          (or, in
          the case of Leapartners, are owned of record and beneficially by SRES and
          Genpar), free and clear of all Liens (other than restrictions imposed thereon
          by
          applicable securities Laws).

        


        (d)  Sellers
          have heretofore made available through the electronic data room or otherwise
          provided to Buyers true and complete copies of the Organizational Documents
          of
          each SRES Subsidiary. Schedule
          4.2(d)
          sets
          forth a true and complete list of the SRES Subsidiaries together with (i)
          a
          specification of the nature of the legal organization of each such entity,
          and
          (ii) the jurisdiction of organization of each such entity and (iii) the
          authorized, issued and outstanding equity interests and record and beneficial
          owners thereof of each SRES Subsidiary.

        


        (e)  Grey
          Ranch is a limited partnership duly organized, validly existing and in
          good
          standing under the Laws of the State of Texas, is duly qualified to do
          business
          as a foreign limited partnership in each jurisdiction set forth on Schedule
          4.2(e)(i),
          which
          are all the jurisdictions in which the business it is conducting, or the
          operation, ownership or leasing of its properties, makes such qualification
          necessary, except jurisdictions in which the failure to be so qualified,
          individually or in the aggregate, would not have a Material Adverse Effect
          on
          the Partnership Companies. Grey Ranch has the requisite partnership power
          and
          authority to carry on its business as it is now being conducted and to
          own,
          operate and lease the assets it now owns, operates or holds under lease.
          All
          outstanding partnership or other equity interests in Grey Ranch have been
          duly
          authorized and validly issued, were not issued in violation of any preemptive
          rights or other preferential rights of subscription or purchase of any
          Person
          and are owned of record and beneficially by the Persons set forth on
Schedule
          4.2(e)(ii).
          Sid
          Richardson Pipeline, Ltd's partnership or other equity interests in Grey
          Ranch
          are owned free and clear of all Liens (other than restrictions imposed
          thereon
          by applicable securities Laws). Sellers have heretofore made available
          through
          the electronic data room or otherwise provided to Buyers true and complete
          copies of the Organizational Documents of Grey Ranch.

        


        (f)  In
          addition, Sellers own a non-controlling interest in PetroSource Energy
          Company,
          LP (the “Excluded
          Subsidiary”).
          

        


        Section
          4.3 No
          Conflict. The
          execution and delivery of this Agreement by Sellers and the consummation
          of the
          transactions contemplated hereby by Sellers (assuming all of the Seller
          Approvals have been made, given or obtained) do not and shall not:

        


        (a)  violate
          any Law applicable to any Partnership Company; 


        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        


        


        (b)  require
          any filing with, consent, approval or authorization of, or notice to, any
          Governmental Authority or any other Person;

        


        (c)  violate
          any Organizational Document of any Partnership Company; or

        


        (d) (i)
          breach or conflict with or constitute a default under any Contract, Benefit
          Plan
          or Permit to which any Partnership Company is a party or by which any
          Partnership Company or any of its assets may be bound, (ii) result in the
          acceleration, termination or modification of any such Contract, Benefit
          Plan or
          Permit, (iii) result in the creation of any Lien under any such Contract
          or on
          any assets of any Partnership Company or (iv) constitute an event which,
          after
          notice or lapse of time or both, would result in any such breach, acceleration,
          termination, modification or creation of a Lien or would create in any
          party the
          right to accelerate, terminate, modify, or cancel a Contract, Benefit Plan
          or
          Permit of any Partnership Company;

        


        except,
          in the case of clause (b) and (d) above, as would not, either individually
          or in
          the aggregate, have a Material Adverse Effect on the Partnership Companies,
          or
          on the ability of Sellers to enter into and timely perform their obligations
          under this Agreement and the other agreements contemplated hereby to be
          executed
          by Sellers.

        


        Section
          4.4  Financial
          Statements. 

        


        (a) Schedule
          4.4
          sets
          forth true and complete copies of the following financial statements
          (collectively, the “Financial
          Statements”): (a)
          the
          audited consolidated balance sheets of SRES as of December 31, 2003 and
          2004,
          with related statements of income, cash flows and changes in partners’ capital
          for the years ended December 31, 2002, 2003 and 2004, (b) the audited balance
          sheets of REM as of December 31, 2003 and 2004, with related statements
          of
          income, cash flows and changes in partners’ capital for the years ended December
          31, 2002, 2003 and 2004, (c) the unaudited consolidated balance sheet of
          SRES
          (with related statements of income and cash flows) as of, and for the period
          ended, September 30, 2005 and (d) the unaudited balance sheet of REM (with
          related statements of income and cash flows) as of, and for the period
          ended,
          September 30, 2005. The Financial Statements referred to in clauses (a)
          and (b)
          above are sometimes collectively referred to herein as the “Audited
          Financial Statements,”
          and the
          Financial Statements referred to in clauses (c) and (d) above are sometimes
          collectively referred to herein as the “Interim
          Financial Statements.”
          The
          Financial Statements have been prepared in accordance with GAAP applied
          on a
          consistent basis throughout the periods presented thereby and present fairly
          in
          accordance with GAAP, the financial position, the results of operations
          and cash
          flows of the Partnerships as of, and for the periods ended on, such dates.
          

        


        (b) The
          Partnership Companies have not received any written notice from any Governmental
          Authority concerning noncompliance with, or deficiencies in, the Partnership
          Companies’ financial reporting practices. All material transactions have been
          properly recorded in the accounting records underlying the Financial Statements.
          There are no significant deficiencies, including material weaknesses, in
          the
          design or operation of internal 


        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        


        control
          over the Partnership Companies’ financial reporting. To the Knowledge of the
          Sellers, no member of the Partnership Companies’ management nor any other
          employee with a significant role in the Partnership Companies’ internal controls
          has committed any act of fraud having a material effect on the Financial
          Statements.

        


        (c) The
          Partnership Companies have not received or otherwise had, nor do the Sellers
          have any Knowledge of, any complaint, allegation, assertion or claim, whether
          written or oral, alleging fraud or suspected fraud affecting the Partnership
          Companies.

        


        (d) All
          liabilities that are required by GAAP to be reflected or reserved against
          in the
          balance sheet included in the Interim Financial Statements have been so
          reflected or reserved against in such balance sheet. Since September 30,
          2005,
          the Partnership Companies have not incurred any material liability other
          than in
          the ordinary course of business.

        


        Section
          4.5 Absence
          of Certain Changes. Except
          as
          disclosed on Schedule
          4.5,
          since
          September 30, 2005, (a) there has not been any Material Adverse Effect
          on any
          Partnership Company and (b) the business of each Partnership Company has
          been
          conducted, in all material respects, only in the ordinary course of business.
          Without limiting the generality of the foregoing, and except as set forth
          on
Schedule
          4.5,
          since
          September 30, 2005, none of the Partnership Companies has taken any of
          the
          actions described in Section 6.1(b).

        


        Section
          4.6 Contracts.

        


        (a)
          Schedule
          4.6(a)
          contains
          a true and complete listing of the following contracts, agreements, commitments
          or arrangements (other than (x) Contracts of a nature described on Schedule
          4.6(b)
          and (y)
          the Contracts listed on Schedule
          6.7(c))
          to
          which any Partnership Company (or any Seller if such contract, agreement,
          commitment or arrangement relates to the business of any of the Partnership
          Companies) is a party in effect on the date of this Agreement (each contract,
          agreement, commitment or arrangement that is required to be listed on
Schedule
          4.6(a),
          together with any other Contract that Sellers would have been required
          to
          disclose on Schedule
          4.6(a) but
          for
          the fact that they have been disclosed on Schedule
          4.6(b),
          being
“Material
          Contracts”):

        


        (i)  each
          Contract for Indebtedness for borrowed money involving an obligation in
          excess
          of $100,000 and each Contract for other Indebtedness involving an obligation
          in
          excess of $1,000,000;

        


        (ii) each
          natural gas transportation, gathering, treating, processing or other Contract
          and each natural gas purchase Contract that individually involves annual
          revenues or payments of the Partnership Companies in excess of
          $1,000,000;

        


        (iii) each
          Contract involving a remaining commitment by a Partnership Company to pay
          capital expenditures with respect to its business in excess of
          $1,000,000;


        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        


        


        (iv) each
          Contract for lease of personal property or real property involving aggregate
          payments in excess of $500,000 in any calendar year;

        


        (v) each
          employment contract respecting a Transferred Employee involving aggregate
          payments in excess of $100,000 in any calendar year, and each Contract
          providing
          retention, severance or project bonus payments in excess of $50,000 individually
          or $200,000 in the aggregate, in each case that have not been paid in full
          as of
          the date of this Agreement;

        


        (vi) each
          Contract providing for any compensation payable as a result of the consummation
          of the transaction contemplated by this Agreement in excess of $50,000
          individually or $200,000 in the aggregate whether or not some other subsequent
          action or event would be required to cause such compensation to be
          payable;

        


        (vii) except
          for Contracts of the nature described in clause (ii) above, each Contract
          between a Seller or such Seller’s Affiliate (other than the Partnership
          Companies), on the one hand, and a Partnership Company, on the other hand,
          identifying those Contracts that will survive the Closing and those that
          will
          terminate on or prior to the Closing;

        


        (viii)  each
          Contract that provides for a limit on the ability of a Partnership Company
          to
          compete in any line of business or with any Person or in any geographic
          area
          during any period of time after the Closing; 

        


        (ix)  except
          for Contracts of the nature described in clauses (i) through (viii) above,
          each
          Contract involving aggregate payments by or to a Partnership Company in
          excess
          of $1,000,000 in any future calendar year;

        


        (x)  any
          agreement concerning a partnership or joint venture;

        


        (xi)  any
          confidentiality or standstill agreements;

        


        (xii)  any
          agreement under which any of the Partnership Companies has advanced or
          loaned
          any amount of money to any of its officers, directors, employees or consultants;
          and

        


        (xiii)  any
          Contract with independent contractors, any service agreement or any consulting
          agreement, in each case relating to the Assets and involving an aggregate
          payment in excess of $100,000.

        


        (b)  True
          and
          complete copies of all Material Contracts (other than any Material Contracts
          listed on Schedule
          4.6(b)),
          including all amendments thereto, have been made available through the
          electronic data room or otherwise provided to Buyers.

        


        (c) Except
          as
          set forth on Schedule
          4.6(c),
          each
          Material Contract (other than Material Contracts with respect to which
          all
          performance and payment obligations have been 


        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        


        fully
          performed or otherwise discharged by all parties thereto prior to the Closing)
          and Partnership Guarantee (i) is in full force and effect, (ii) represents
          the
          legal, valid and binding obligation of the Partnership Company or Seller
          that is
          party thereto and, to the Knowledge of Sellers, represents the legal, valid
          and
          binding obligation of the other parties thereto, in each case enforceable
          in
          accordance with its terms. Except to the extent that any such Material
          Contract
          expires according to its terms, each Material Contract will continue to
          be
          legal, valid, binding, enforceable, and in full force and effect on identical
          terms immediately following the consummation of the transactions contemplated
          by
          this Agreement. The Partnership Companies and the Sellers are not in breach
          or
          default, and no event has occurred which with notice or lapse of time would
          constitute a breach or default by the Partnership Companies, or permit
          termination, modification, or acceleration, under the Material Contract.
          Except
          as set forth on Schedule
          4.6(c),
          no
          Partnership Company has received from any other party to a Material Contract
          any
          written notice or, to Sellers’ Knowledge, any oral notice of any material breach
          or material violation by any such Partnership Company or Sellers of any
          Material
          Contract. To the Knowledge of the Sellers, no other party is in breach
          or
          default, and no event has occurred which with notice or lapse of time would
          constitute a breach or default by such other party, or permit termination,
          modification, or acceleration, under any Material Contract nor has any
          other
          party repudiated any provision of any Material Contract.

        


        Section
          4.7 Intellectual
          Property.
          To the
          Knowledge of Sellers, (a) except as set forth on Schedule
          4.7(a),
          the
          Partnership Companies own or have the valid right to use pursuant to license,
          sublicense, agreement or otherwise all Intellectual Property that individually
          or in the aggregate is material to the operation of the business of the
          Partnership Companies as presently conducted, (b) no third party has asserted
          that any Partnership Company is infringing the Intellectual Property of
          such
          third party or has challenged or questioned the validity or effectiveness
          of any
          Partnership Company’s rights to its Intellectual Property, (c) the ownership,
          use and operation of its assets and properties and the conduct of any
          Partnership Company’s business have not infringed, misappropriated or otherwise
          conflicted with any Intellectual Property of any other Person and (d) no
          third
          party is infringing the Intellectual Property of the Partnership
          Companies.

        


        Section
          4.8 Litigation.
          Except
          as
          set forth on Schedule
          4.8,
          (a)
          there are no lawsuits or actions before any Governmental Authority, arbitrator
          or mediator pending or, to the Knowledge of Sellers, threatened by any
          Person
          against any Partnership Company that involve claims in excess of $1,000,000
          or
          that would otherwise, individually or in the aggregate, reasonably be expected
          to have a Material Adverse Effect on the Partnership Companies and (b)
          to the
          Knowledge of Sellers, there is no injunction, order or unsatisfied judgment
          from
          any Governmental Authority that requires payments in excess of $1,000,000
          or
          that would otherwise, individually or in the aggregate, reasonably be expected
          to have a Material Adverse Effect on the Partnership Companies. Notwithstanding
          anything in this Agreement to the contrary, the provisions of this Section
          4.8
          shall not relate to or cover any matters relating to Taxes, Benefit Plans,
          Employees or Environmental Laws, which are addressed in Sections 4.10,
          4.9, 4.15
          and 4.11, respectively.


        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        


        


        Section
          4.9 Employee
          Benefit Plans.

        


        (a) Employee
          Benefit Plans, Collective Bargaining and Employment Agreements, and Similar
          Arrangements.

        


        (i) Schedule
          4.9(a)
          lists
          all Benefit Plans and collective bargaining, labor and employment agreements,
          or
          other similar arrangements (including but not limited to bonus or incentive
          arrangements, retention and/or change of control agreements, severance
          plans or
          policies, vacation, sick leave and personal time off policies) to which
          any of
          the Partnership Companies is a party or by which any of them is bound,
          legally
          or otherwise or that are sponsored, maintained or contributed to by any
          of the
          Partnership Companies, or with respect to Benefit Plans, which any of such
          entities have sponsored, maintained, or to which they have been obligated
          to
          contribute within six years prior to the Closing Date. Schedule
          4.9(a)
          identifies the sponsor as to each Benefit Plan listed thereon.

        


        (ii) Sellers
          have delivered to Buyers true and complete copies of all documents, summary
          plan
          descriptions and summaries of material modifications thereto with respect
          to the
          Benefit Plans, agreements and arrangements described in this Section 4.9,
          or
          summary descriptions of any such Benefit Plans, agreements or arrangements
          not
          otherwise in writing as well as all personnel policies applicable to the
          Employees, if any.

        


        (iii) There
          are
          no negotiations, demands or proposals that are pending or have been made
          which
          concern matters now covered, or that would be covered, by Benefit Plans,
          agreements or arrangements described in this Section 4.9.

        


        (iv) The
          Partnership Companies are in full compliance with the applicable provisions
          of
          ERISA (as amended through the date of this Agreement), the regulations
          and
          published authorities thereunder, and all other Laws applicable with respect
          to
          all such Benefit Plans, agreements and arrangements. The Partnership Companies
          and their ERISA Affiliates have performed all of their obligations under
          all
          such Benefit Plans, agreements and arrangements including, but not limited
          to,
          the full payment when due of all amounts required to be made as contributions
          thereto or otherwise. To the Knowledge of Sellers, there are no actions,
          suits
          or claims (other than routine claims for benefits) pending or threatened
          against
          such Benefit Plans or their assets, or arising out of such Benefit Plans,
          agreements or arrangements, and, to the Knowledge of Sellers, no facts
          exist
          which could give rise to any such actions, suits or claims that might have
          a
          material adverse effect on such Benefit Plans, agreements and arrangements.
          To
          the Knowledge of the Sellers, there is no matter pending (other than routine
          qualification determination filings) with respect to any of the Benefit
          Plans
          described on Schedule 4.9(a)
          before
          the Internal Revenue Service, the Department of Labor, the PBGC, or any
          other
          Governmental Authority.

        


        (v) The
          Partnership Companies may unilaterally withdraw from and terminate participation
          in each of the Benefit Plans within a period of 30 days, without payment
          of any
          additional compensation or amount or the additional vesting or acceleration
          of
          any benefits. No Benefit Plan, agreement or arrangement described in
Schedule
          4.9(a)
          provides
          retiree 


        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        


        medical
          or retiree life insurance benefits to any Person and none of the Partnership
          Companies or any ERISA Affiliate is contractually or otherwise obligated
          (whether or not in writing) to provide any Person with life insurance or
          medical
          benefits upon retirement or termination of employment, other than as required
          by
          the provisions of Sections 601 through 608 of ERISA and Section 4980B of
          the
          Code. 

        


        (vi) To
          the
          Knowledge of Sellers, with respect to each such Benefit Plan which is an
          “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or a
“Plan” (within the meaning of Section 4975(e)(1) of the Code), there has
          occurred no transaction prohibited by Section 406 of ERISA and no “prohibited
          transaction” (within the meaning of Section 4975(c) of the Code). No act,
          omission or transaction has occurred which would result in imposition on
          any of
          the Partnership Companies of (A) breach of fiduciary duty liability damages
          under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections
          (c), (i) or (l) of Section 502 of ERISA, or (C) a tax imposed pursuant
          to
          Chapter 43 of Subtitle D of the Code.

        


        (vii) The
          Partnership Companies have classified correctly all individuals who perform
          services for the Partnership Companies under the Benefit Plans, ERISA and
          the
          Code as common law employees, independent contractors or leased
          employees.

        


        (viii) Each
          trust funding a Benefit Plan described in Schedule
          4.9(a),
          which
          trust is intended to be exempt from federal income taxation pursuant to
          Section
          501(c)(9) of the Code, satisfies the requirements of such section and has
          received a favorable determination letter from the Internal Revenue Service
          regarding such exempt status and has not, since receipt of the most recent
          favorable determination letter, been amended or operated in a way which
          would
          adversely affect such exempt status.

         

        (ix) The
          execution and delivery of this Agreement and the consummation of the
          transactions contemplated hereby will not (A) require any of the Partnership
          Companies to make a larger contribution to, or pay greater benefits or
          provide
          other rights under, any Benefit Plan, agreement or arrangement described
          on
Schedule
          4.9(a) 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 (B) create
          or
          give rise to any additional vested rights or service credits under any
          such
          Benefit Plan, agreement or arrangement.

         

        (x) 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 Benefit
          Plan, agreement or arrangement described on Schedule
          4.9(a) 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.

        


        (b) Qualified
          Plans.

        


        (i) Schedule
          4.9(b)
          lists
          each Benefit Plan on Schedule
          4.9(a)
          which is
          also a stock bonus, pension or profit-sharing plan within the meaning of
          Section
          401(a) of the Code to which any of the Partnership Companies is a party
          or by
          which any of them is bound, legally or 


        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        


        otherwise
          or that has been sponsored, maintained, or contributed to by any of the
          Partnership Companies or to which any of the Partnership Companies has
          been
          obligated to contribute during the six years prior to the Closing Date.
          Participation as an employer in each such Benefit Plan identified on
Schedule
          4.9(b) has
          been
          duly authorized by the appropriate general partner or the board of directors,
          as
          applicable, of the Partnership Companies. Each such Benefit Plan which
          is
          intended to so qualify is qualified in form and operation under Section
          401(a)
          of the Code, each trust under each such Benefit Plan is exempt from tax
          under
          Section 501(a) of the Code, and such Benefit Plans and trusts have each
          received
          a favorable determination letter from the Internal Revenue Service. To
          the
          Knowledge of Sellers, no event has occurred that will or could give rise
          to
          disqualification or loss of tax-exempt status of any such Benefit Plan
          or trust
          under Sections 401(a) and 501(a) of the Code. To the Knowledge of Sellers,
          no
          event has occurred that will or could subject any such Benefit Plans to
          tax
          under Section 511 of the Code. There has been no termination or partial
          termination of any such Plan within the meaning of Section 411(d)(3) of
          the
          Code.

        


        (ii) Sellers
          have delivered to Buyers for each Benefit Plan listed on Schedule
          4.9(b) copies
          of
          the following documents: (A) the Form 5500 filed in the most recent plan
          year,
          including but not limited to all schedules thereto and financial statements
          with
          attached opinions of independent accountants, (B) the most recent determination
          letter from the Internal Revenue Service, (C) the consolidated statement
          of
          assets and liabilities of such Benefit Plan as of its most recent valuation
          date, and (D) the statement of changes in fund balance and in financial
          position
          or the statement of changes in net assets available for benefits under
          such
          Benefit Plan for the most recently ended plan year.

        


        (iii) With
          respect to each Benefit Plan subject to Section 412 of the Code maintained
          for
          employees of any of the Partnership Companies and any ERISA Affiliate,
          or
          maintained, sponsored or contributed to by any of such entities within
          six years
          prior to the Closing Date, there has occurred no failure to meet the minimum
          funding standard of Section 412 of the Code or Section 302 of ERISA (whether
          or
          not waived in accordance with Section 412(d) of the Code) or failure to
          make by
          its due date a required installment under Section 412(m) of the Code.
“ERISA
          Affiliate,”
          as
          applied to any person, means (A) any corporation which is a member of a
          controlled group of corporations within the meaning of Section 414(b) of
          the
          Code of which that person is a member, (B) any trade or business (whether
          not
          incorporated) which is a member of a group of trades or business under
          common
          control within the meaning of Section 414(c) of the Code of which that
          person is
          a member, and (C) any member of an affiliated service group within the
          meaning
          of Section 414(m) and (o) of the Code of which that person, any corporation
          described in clause (A) above or any trade or business described in clause
          (B)
          above is a member.

        


        (c) Title
          IV Plans.

        


        (i) Schedule
          4.9(c)
          lists
          all Benefit Plans on Schedules
          4.9(a)
          and
4.9(b)
          which
          are also subject to Title IV of ERISA to which any of the Partnership Companies
          or any ERISA Affiliate is a party or by which any of them is bound, legally
          or
          otherwise or which has been maintained, sponsored or contributed to by
          any of
          the Partnership Companies or any ERISA Affiliates within six years prior
          to the
          Closing Date.


        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        


        


        (ii) With
          respect to each Benefit Plan which is an “employee pension benefit plan” (within
          the meaning of Section 3(2) of ERISA) to which any of the Partnership Companies
          is a party or by which any of them is bound, legally or otherwise, or which
          has
          been maintained, sponsored or contributed to by any of the Partnership
          Companies
          or any ERISA Affiliates within six years prior to the Closing Date (A)
          none of
          the Partnership Companies or any ERISA Affiliate has withdrawn from such
          Benefit
          Plan during a plan year in which it was a “substantial employer” (as defined in
          Section 4001(a)(2) of ERISA) where such withdrawal could result in liability
          of
          such substantial employer pursuant to Section 4062(e) or 4063 of ERISA,
          (B) none
          of the Partnership Companies or any ERISA Affiliate has filed a notice
          of intent
          to terminate any such Benefit Plan or adopted any amendment to treat any
          such
          Benefit Plan as terminated, (C) PBGC has not instituted proceedings to
          terminate
          any such Benefit Plan, (D) no other event or condition has occurred which
          might
          constitute grounds under Section 4042 of ERISA for the termination of,
          or the
          appointment of a trustee to administer, any such Benefit Plan, (E) no
          accumulated funding deficiency, whether or not waived, exists with respect
          to
          any such Benefit Plan, and no condition has occurred or exists which by
          the
          passage of time would be expected to result in an accumulated funding deficiency
          as of the last day of the current plan year of any such Benefit Plan, (F)
          all
          required premium payments to the PBGC have been paid when due and no other
          liability to the PBGC has been incurred, (G) no reportable event, as described
          in Section 4043 of ERISA, has occurred with respect to any such Benefit
          Plan,
          (H) no excise taxes are payable or could be imposed under the Code, (I)
          no
          amendment with respect to which security is required under Section 307
          of ERISA
          has been made or is reasonably expected to be made, (J) Section 4043(b)
          of ERISA
          is not applicable to any such Benefit Plan, (K) all contributions (including
          installments) to such Benefit Plan required by Section 302 of ERISA and
          Section
          412 of the Code have been timely made, and (L) and the assets of each Benefit
          Plan equal or exceed the actuarial present value of the benefit liabilities,
          within the meaning of Section 4041 of ERISA, under such Benefit Plan, based
          upon
          reasonable actuarial assumptions and the asset valuation principles established
          by the PBGC. 

        


        (iii) All
          costs
          of any Benefit Plans subject to Title IV of ERISA and listed on Schedule
          4.9(c)
          have
          been provided for on the basis of consistent methods in accordance with
          sound
          actuarial assumptions and practices. Schedule
          4.9(c)
          includes
          for each such Benefit Plan, as of its last valuation date, the amount by
          which
          its assets exceeded (or were less than) its “benefit liabilities” (within the
          meaning of Section 4001 of ERISA). Since the last valuation date for each
          such
          Benefit Plan, there has been no amendment or change to such plan that would
          increase the amount of benefits thereunder and, to the Knowledge of Sellers,
          there has been no event or occurrence that would cause the excess of assets
          over
          benefit liabilities as listed on Schedule
          4.9(c)
          to be
          reduced or the amount by which benefit liabilities exceed assets as listed
          on
Schedule
          4.9(c)
          to be
          increased.

        


        (iv) In
          addition to the documents listed in subsection (b)(ii) above, Sellers have
          delivered to Buyers for each Benefit Plan listed on Schedule
          4.9(c) copies
          of
          the following documents (A) the Form PBGC-1 filed in each of the most recent
          three plan years, and (B) the actuarial report as of the last valuation
          date.
          Each such actuarial report fairly presents the financial condition and
          the
          results of operations of each such Benefit Plan as of the date described
          therein.


        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        


        


        


        (d) Multiemployer
          Plans. None
          of
          the Partnership Companies or any of their ERISA Affiliates is a party to
          or is
          bound, legally or otherwise, to any Benefit Plan that is a multiemployer
          plan
          within the meaning of Section 4001(a)(3) of ERISA nor have any of such
          entities
          been a party to, bound by, legally or otherwise, contributed to or had
          an
          obligation to contribute to such a Benefit Plan within the six years preceding
          the Closing Date.

        


        Section
          4.10 Taxes.
          

        


        (a) Except
          as
          set forth on Schedule
          4.10(a),
          as of
          the Closing Date, (a) all Tax Returns required to be filed by the Partnership
          Companies have been duly and timely filed with the appropriate Tax Authority
          and
          all such Tax Returns are complete and correct in all material respects,
          (b) all
          Taxes for which any Partnership Company is liable have been timely paid
          in full,
          (c) there are no Liens (other than Permitted Liens) on any of the assets
          of the
          Partnership Companies that arose in connection with any failure (or alleged
          failure) to pay any Tax, (d) there is no claim pending, and no assessment,
          deficiency or adjustment asserted, proposed or threatened by any applicable
          Tax
          Authority in connection with any Tax for which any Partnership Company
          is
          liable, (e) none of such Tax Returns is now under audit or examination
          by any
          Tax Authority, (f) there are no agreements or waivers with respect to any
          Partnership Company providing for an extension of time with respect to
          the
          filing of any Tax Returns or the assessment or collection of any Tax, (g)
          no
          written claim has been made by any Tax Authority in a jurisdiction where
          any
          Partnership Company does not file a Tax Return that it is or may be subject
          to
          taxation in that jurisdiction, (h) none of the Partnership Companies is
          a party
          to any Tax allocation or sharing arrangement, (i) except for SRCG-West
          Texas
          Gathering Company, Inc. and West Texas Gathering Company, none of the
          Partnership Companies has any liabilities for Taxes under Treasury Regulations
          section 1.1502-6 (or any similar provision of state or local law), as a
          transferee or successor, by contract or otherwise, (j) neither Seller is
          a
“foreign person” (as that term is defined in Section 1445 of the Code), (k) none
          of the Partnership Companies has entered into any agreement or arrangement
          with
          any Tax Authority that requires any of the Partnership Companies to take
          any
          action or refrain from taking any action, (l) none of the Partnership Companies
          will be required to include in a taxable period ending after the Closing
          Date
          any amount of taxable income attributable to cash or other property that
          was
          received, but was not, or will not be, included in income in a taxable
          period
          ending before the Closing Date, as a result of an adjustment under Section
          481
          of the Code or any comparable provision of state or local Tax law, (m)
          none of
          the Partnership Companies (and no entity to which any of the Partnership
          Companies is a successor by statutory merger or consolidation) has joined,
          or is
          required to join in the filing of any consolidated, combined or unitary
          income
          Tax Returns, apart from the Federal consolidated group comprised of SRCG-West
          Texas Gathering Company, Inc. and West Texas Gathering Company, and (n)
          none of
          the Partnership Companies is a “foreign person” within the meaning of Section
          1445 of the Code.

        


        (b) Except
          for SRCG-West Texas Gathering Company, Inc. and West Texas Gathering Company
          (each of which is classified as a corporation for Federal income tax purposes
          under Treasury Regulations section 301.7701-2), none of the Partnership
          Companies have elected or will elect under Treasury Regulations section
          301.7701-3 to be treated as a 


        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        


        corporation
          and each of the Partnership Companies has been treated as either a partnership
          or a disregarded entity pursuant to Treasury Regulations sections 301.7701.2
          and
          301.7701-3 since their formation.

        


        (c) Schedule
          4.10(c)
          sets
          forth of list of all jurisdictions in which any Partnership Company Tax
          Return
          has been filed since October 15, 2004.

        


        Section
          4.11 Environmental
          Matters. 

        


        (a) Except
          as
          set forth on Schedule
          4.11(a)
          or as
          would not, individually or in the aggregate, reasonably be expected to
          have a
          Material Adverse Effect on the Partnership Companies:

        (i)  the
          Partnership Companies, the Assets, and their operations are and, within
          the term
          of all applicable statute of limitations, have been in compliance with
          all
          Environmental Laws, which compliance includes the possession and maintenance
          of,
          and compliance with, all Permits required under all applicable Environmental
          Laws and, since January 1, 2000, no Partnership Company has received any
          notice
          from any Person that it is not in such compliance and that has not been
          resolved
          or withdrawn;

        


        (ii)  none
          of
          the Partnership Companies or their Assets is the subject of any unsatisfied
          order or judgment or arbitration award from any Governmental Authority
          under any
          Environmental Laws requiring corrective action or the payment of a fine
          or
          penalty;

        


        (iii)  none
          of
          the Partnership Companies or their Assets is the subject of any action,
          lawsuit,
          inquiry, or proceeding pending or, to the Knowledge of the Sellers, threatened,
          alleging noncompliance with, or potential liability under, any Environmental
          Law
          or with respect to any exposure to, or release or disposal of, Hazardous
          Materials or naturally occurring radioactive materials; 

        


        (iv)  there
          has
          been no release or disposal of any Hazardous Materials arising out of the
          Partnership Companies’ operations on, under, or from the Assets or, to Sellers’
Knowledge, at any offsite properties where such Hazardous Materials have
          been
          transported or disposed that required investigation, remediation, or other
          corrective action under Environmental Laws; 

        


        (v)  to
          Sellers’ Knowledge, there has been no exposure to, or release or disposal of,
          naturally occurring radioactive materials arising out of the Partnership
          Companies’ operations on, under, or from the Assets, or at any offsite
          properties where such naturally occurring radioactive materials have been
          transported or disposed, that required investigations, remediation or other
          corrective action under Environmental Laws; and

        


        (vi) To
          Sellers’ Knowledge, Schedule
          4.11(a)
          lists
          all environmental matters of the Partnership Companies requiring corrective
          action to achieve compliance with Environmental Laws.


        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        


        


        


        (b) To
          Sellers’ Knowledge, the only regulated underground storage tanks owned or
          operated by the Partnership Companies are listed on Schedule
          4.11(b).

        


        (c) Sellers
          have made available through the electronic data room or otherwise provided
          to
          Buyers copies of all material environmental site assessment reports that
          are in
          Sellers’ or the Partnership Companies’ possession with respect to the
          Assets.

        


        Section
          4.12 Legal
          Compliance. Except
          with respect to (a) matters set forth in Schedule
          4.12,
          (b)
          matters that could not reasonably be expected to have a Material Adverse
          Effect
          on the Partnership Companies or the operation of the business of the Partnership
          Companies, (c) compliance with Laws concerning employee benefits (which
          is
          addressed in Section 4.9 hereof), (d) compliance with Laws concerning Taxes
          (which is addressed in Section 4.10 hereof) and (e) compliance with
          Environmental Laws (which is addressed in Section 4.11 hereof), since January
          1,
          2004, the Partnership Companies have complied and are in compliance with
          all
          applicable Laws. Since January 1, 2004, the Partnership Companies have
          not
          received any communication from any Governmental Authority or any other
          Person
          that alleges that the business of the Partnership Companies may not be
          in
          compliance in any material respect, or may be subject to material liability,
          under any Law; and to the Sellers’ Knowledge, there are no investigations or
          reviews pending or threatened by any Governmental Authority relating to
          any
          alleged violation arising out of the operation of the business of the
          Partnership Companies.

        


        Section
          4.13 Permits.
          Except
          as
          set forth on Schedule
          4.13,
          each of
          the Partnership Companies possesses all Permits that in the aggregate are
          material to the ownership of its assets and the operation of its business
          as
          currently conducted. All such Permits are in full force and effect, the
          Partnership Companies have not received any notifications concerning violations
          of any such Permits, and there are no lawsuits or other proceedings pending
          or,
          to the Knowledge of Sellers, threatened before any Governmental Authority,
          arbitrator or mediator that seek the revocation, cancellation, suspension
          or
          adverse modification thereof.

        


        Section
          4.14 Insurance.
          Schedule 4.14
          contains
          (i) a summary description of all policies of property, fire, casualty,
          commercial general liability/product liability, workers’ compensation, pollution
          and remediation, bond and surety arrangements and other insurance held
          by or for
          the benefit of the Partnership Companies as of the date of this Agreement
          (collectively, the “Policies”),
          (ii) a
          description of each material claim under any insurance policy made by or
          on
          behalf of any Partnership Company during the past three years, which claim
          was
          denied by the insurer and (iii) a description of each application for insurance
          coverage made by or on behalf of any Partnership Company during the last
          three
          years that was rejected by the proposed insurer. Until
          the
          Closing, each Policy is in full force and effect and all premiums due and
          payable on such policies have been paid. No notice of cancellation of,
          or
          indication of an intention not to renew, any such insurance policy has
          been
          received by any Partnership Company. 


        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        


        


        Section
          4.15 Employees;
          Labor Relations.

        


        (a)  All
          Employees of the Partnership Companies are listed on one of Schedule
          6.16(a),
          Schedule
          6.16(b), or
          Schedule
          6.19.

        


        (b)  No
          officer of any Partnership Company is currently on short-term or long-term
          disability. To the Knowledge of Sellers, none of the officers of the Partnership
          Companies is obligated under any agreement restricting competition or requiring
          confidentiality or is subject to any judgment, decree or order of any court
          or
          administrative agency that would materially interfere with the use of such
          officer’s efforts to promote the interests of the Partnership Companies or that
          would materially conflict with the Partnership Companies’ business as presently
          conducted.

        


        (c)  As
          of the
          date of this Agreement, none of the Partnership Companies (i) is a party
          to any
          collective bargaining agreement or other labor union contract applicable
          to
          persons employed by any Partnership Company, and, to the Knowledge of Sellers,
          there are no organizational campaigns, petitions or other unionization
          activities focusing on persons employed by any Partnership Company which
          seeks
          recognition of a collective bargaining unit or (ii) is subject (or has
          been
          subject during the past three years) to any strikes, material slowdowns,
          lock
          outs, or other material work stoppages pending or, to the Knowledge of
          Sellers,
          threatened in writing between a Partnership Company and any group of its
          respective employees. There are no pending or, to the Knowledge of Sellers,
          threatened unfair labor practice charges, grievances or complaints filed
          with
          any Governmental Authority based on the employment or termination by any
          Partnership Company of any individual or other pending or, to the Knowledge
          of
          Sellers, threatened litigation between a Partnership Company and a current
          or
          former employee.

        


        (d)  The
          compensation and benefits (including vacation benefits) paid or provided
          with
          respect to all Employees of the Partnership Companies have been reflected
          in the
          Financial Statements for the periods covered thereby. All such compensation
          and
          benefits that have accrued and were due and payable prior to the Closing
          Date
          have been (or, by the Closing Date, will have been) timely paid in accordance
          with the compensation and benefit policies of the Partnership Companies
          and
          applicable Law.

        


        Section
          4.16 Properties.
           

        


        (a) Subject
          to the second sentence of this Section 4.16 and except (i) as set forth
          on
Schedule
          4.16(a)
          and (ii)
          as would not reasonably be expected to, individually or in the aggregate,
          have a
          Material Adverse Effect on the Partnership Companies, SRES, REM, the SRES
          Subsidiaries and Grey Ranch, individually or together, have (1) good title
          to
          all of the properties reflected in the Financial Statements (other than
          any
          properties reflected in the Financial Statements that have been sold or
          otherwise disposed of since the date of the Financial Statements, all of
          which
          sales or dispositions were made in the ordinary course of business), and
          (2)
          good title to the Facilities, the Fee Interests and the Personal Property
          and
          all other assets owned by them or held by them under valid leaseholds (the
          “Assets”),
          in
          each case 


        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        


        free
          and
          clear of all Liens other than Permitted Liens. Notwithstanding anything
          to the
          contrary contained in the foregoing sentence, as to the Easements, SRES,
          REM,
          the SRES Subsidiaries and Grey Ranch, individually or together, have such
          title
          to or interest in the Easements as is sufficient to enable them to conduct
          their
          business as currently conducted without material interference and free
          and clear
          of Liens other than Permitted Liens. No Partnership Company has received
          any
          written notice of any adverse claim to the title to any material Assets
          owned by
          it or with respect to any lease under which any material Assets are held
          by it.
          To Seller’s Knowledge, no Partnership Company has received written notice of any
          claims or disputes which challenge the rights of any Partnership Company
          to use,
          or allege a breach or default of agreements granting to any Partnership
          Company
          rights to pipeline easements, right-of-way, licenses and land use permits,
          other
          than any such claims or disputes, breaches or defaults that, individually
          or in
          the aggregate, would not have a Material Adverse Effect. There has been
          no
          actual or, to Sellers’ Knowledge, threatened taking (whether permanent,
          temporary, whole or partial) of any part of the Assets by reason of condemnation
          or, to Sellers’ Knowledge, the threat of condemnation.

        


        (b) The
          Assets constitute all of the assets, rights and properties, tangible or
          intangible, real or personal, which are used in connection with the operation
          of
          the business of the Partnership Companies consistent with past practice
          and as
          currently operated. The Personal Property owned or leased by the Partnership
          Companies is sufficient to enable them to conduct their business as currently
          conducted. Except as specified on Schedule
          4.16(b),
          there
          are no options, preferential or similar rights to purchase any material
          Asset or
          material portion of the Assets.

        


        Section
          4.17 Governmental Regulation.
          Except
          as specified on Schedule
          4.17,
          the
          operations of neither Seller nor any Partnership Company currently subjects
          them
          to regulation under the Public Utility Holding Company Act of 1935, the
          Federal
          Power Act, the Interstate Commerce Act, the Natural Gas Act, the Investment
          Company Act of 1940 or any state public utilities laws. 

        


        Section
          4.18. Imbalances; Certain Impairments.
          To
          Seller’s Knowledge, Schedule
          4.18
          sets
          forth all material natural gas imbalances affecting the Assets to which
          the
          Sellers or any Partnership Company are subject as of September 30, 2005.
          All
          natural gas imbalances affecting the Assets existing as of September 30,
          2005
          are properly recorded on the balance sheet contained in the Interim Financial
          Statements in accordance with GAAP. 

        


        Section
          4.19. Certain Business Relationships with Partnership
          Companies.
          Except
          as set forth in Schedule
          4.19,
          (i)
          neither Sellers nor any of their respective officers, directors, stockholders,
          partners or Affiliates (excluding the Partnership Companies) has been involved
          in any material business arrangement or relationship with the Partnership
          Companies within the past twenty-four (24) months, (ii) neither Sellers
          nor any
          of their respective officers, directors, stockholders, partners or Affiliates
          (excluding the Partnership Companies) owns any material asset, tangible
          or
          intangible, that is used in any Partnership Company’s business and (iii) neither
          Sellers nor any of their respective officers, directors, stockholders,
          partners
          or Affiliates (excluding the Partnership Companies) is a party to any material
          contract or 


        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        


        commitment
          (whether written or oral) with any Partnership Company or relating to the
          business of the Partnership Companies. 

        


        


        ARTICLE
          V

        REPRESENTATIONS
          AND WARRANTIES RELATING TO BUYERS

        


        Buyers,
          jointly and severally, represent and warrant to Sellers as follows:

        


        Section
          5.1 Organization
          of Buyers. Each
          Buyer is duly organized or incorporated, validly existing and in good standing
          under the Laws of its respective jurisdiction of organization or
          incorporation.

        


        Section
          5.2  Authorization;
          Enforceability.  Each
          Buyer has all requisite limited liability company power and authority to
          execute
          and deliver this Agreement and to perform all obligations to be performed
          by it
          hereunder. The execution and delivery of this Agreement and the consummation
          of
          the transactions contemplated hereby have been duly and validly authorized
          and
          approved by each Buyer, and no other limited liability company proceeding
          on the
          part of each such Buyer is necessary to authorize this Agreement. This
          Agreement
          has been duly and validly executed and delivered by each Buyer, and this
          Agreement constitutes a valid and binding obligation of each such Buyer,
          enforceable against each such Buyer in accordance with its terms, subject
          to
          applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium and similar Laws affecting creditors’ rights generally and subject,
          as to enforceability, to general principles of equity.

        


        Section
          5.3 No
          Conflict. The
          execution and delivery of this Agreement by each Buyer and the consummation
          of
          the transactions contemplated hereby by each such Buyer (assuming all filings,
          consents, approvals authorizations and notices set forth on Schedule
          5.3
          (collectively, the “Buyer
          Approvals”) have
          been
          made, given or obtained) does not and shall not:

        


        (a)  violate
          any Law applicable to either Buyer or any of its subsidiaries;

        


        (b)  require
          any filing with, consent, approval or authorization of, or, notice to,
          any
          Governmental Authority or any other Person;

        


        (c)  violate
          any Organizational Document of either Buyer or any of its subsidiaries;
          or

        


        (d)  (i)
          breach or conflict with or constitute a default under any Contract to which
          either Buyer or any of its subsidiaries is a party or by which either Buyer
          or
          any of its subsidiaries may be bound, (ii) result in the acceleration,
          termination or modification of any such Contract, (iii) result in the creation
          of any Lien upon any of the properties or assets of either Buyer or (iv)
          constitute an event which, after notice or 


        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        


        lapse
          of
          time or both, would result in any such breach, acceleration, termination,
          or
          modification or creation of a Lien or would create in any party the right
          to
          accelerate, terminate, modify or cancel any Contract, of either Buyer or
          any of
          its subsidiaries;

        


        except,
          in the case of clause (b) and (d) above, as would not reasonably be expected,
          either individually or in the aggregate, to have a Material Adverse Effect
          on
          the ability of Buyers to enter into and timely perform its obligations
          under
          this Agreement and the other agreements contemplated hereby to be executed
          by
          Buyers.

        


        Section
          5.4 Litigation.
          As
          of the
          date of this Agreement (a) there are no lawsuits, actions, investigations
          or
          proceedings by or before any Governmental Authority, arbitrator or mediator
          pending or, to the Knowledge of Buyers, threatened against either of the
          Buyers
          that would reasonably be expected to have a material adverse effect on
          the
          ability of either Buyer to perform its obligations under this Agreement
          and (b)
          there are no orders or unsatisfied judgments from any Governmental Authority,
          arbitrator or mediator binding upon either Buyer that would reasonably
          be
          expected to have a material adverse effect on the ability of either Buyer
          to
          perform its obligations under this Agreement.

        


        Section
          5.5 Brokers’
          Fees. No
          broker, finder, investment banker or other Person is entitled to any brokerage
          fee, finders’ fee or other commission in connection with the transactions
          contemplated by this Agreement based upon arrangements made by Buyers or
          any of
          their Affiliates for which either Seller could become liable or
          obligated.

        


        Section
          5.6 Financial
          Ability. At
          the
          Closing, Buyers will have sufficient cash resources to enable them to make
          payment in immediately available funds of the Purchase Price when
          due.

        


        Section
          5.7 Investment
          Representation. Buyers
          are purchasing the Purchased Interests for their own account with the present
          intention of holding the Purchased Interests for investment purposes and
          not
          with a view to or for sale in connection with any public distribution of
          the
          Purchased Interests in violation of any federal or state securities Laws.
          Buyers
          have such knowledge and experience in financial and business matters that
          they
          are capable of evaluating the merits and risks of an investment in the
          Purchased
          Interests. Buyers acknowledge that the Purchased Interests have not been
          registered under applicable federal and state securities Laws and that
          the
          Purchased Interests may not be sold, transferred, offered for sale, pledged,
          hypothecated or otherwise disposed of unless such transfer, sale, assignment,
          pledge, hypothecation or other disposition is registered under applicable
          federal and state securities Laws or pursuant to an exemption from registration
          under any federal or state securities Laws.

        


        


        ARTICLE
          VI 

        COVENANTS


        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        


        


        


        Section
          6.1 Conduct
          of Business. From
          the
          date of this Agreement through the Closing, except as set forth on Schedule
          6.1,
          as
          required by this Agreement, or as consented to by Buyers in writing (which
          consent shall not be unreasonably withheld, conditioned or delayed), (a)
          Sellers
          shall cause each of the Partnership Companies to, except to the extent
          required
          or expressly permitted by Section 6.1(b), operate in the ordinary course
          of
          business and use Reasonable Efforts to preserve intact its business and
          its
          relationship with customers, suppliers and others having business relationships
          with such Partnership Company and (b) Sellers shall not permit any Partnership
          Company to:

        


        (i)  amend
          its
          Organizational Documents;

        


        (ii)  liquidate,
          dissolve, recapitalize or otherwise wind up its business;

        


        (iii)  enter
          into any employment agreements or enter into or grant any change in control
          agreements or arrangements or, except as required by Law or in the ordinary
          course of business, (A) grant or increase any bonus, salary, severance,
          retention, termination or other compensation or benefits or other enhancement
          to
          the terms or conditions of employment to any of its employees or other
          individuals who provide services to such Partnership Company (other than
          bonuses
          granted at or prior to the Closing in connection with the transactions
          contemplated hereby and paid prior to the Closing), (B) accelerate vesting
          or
          waive any performance criteria under any Benefit Plan, (C) make any change
          in
          its key management structure or (D) adopt, enter into or amend in any material
          respect any Benefit Plan or any contract, agreement, commitment, arrangement
          or
          practice relating to any compensation or benefit for its Employees or other
          individuals who provide services to such Partnership Company;

        


        (iv)  change
          its accounting methods, policies or practices;

        


        (v)  make,
          amend or revoke any election with respect to Taxes;

        


        (vi)  sell,
          assign, transfer, lease or otherwise dispose of any assets in excess of
          $250,000
          individually or $1,000,000 in the aggregate, except for fair consideration
          in
          the ordinary course of business or pursuant to the terms of a Material
          Contract;

        


        (vii)  create
          any Liens on any of its assets except Permitted Liens;

        


        (viii)  other
          than compliance filings, or routine, tariff, comments, interventions or
          response
          filing made in the ordinary course of business, make any substantive filings
          or
          submit any documents or information to FERC or any other Governmental
          Authority;

        


        (ix)  cancel,
          compromise, waive, release or settle any right, claim or lawsuit other
          than
          immaterial rights and claims in the ordinary course of
          business;


        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        


        


        (x)  except
          as
          required by Law or in accordance with the Capital Expenditure Budget, make
          capital expenditures in excess of $1,000,000 in the aggregate, other than
          reasonable capital expenditures in connection with any emergency or force
          majeure events affecting such Partnership Company or as required by Contracts
          scheduled elsewhere in this Agreement;

        


        (xi)  merge
          or
          consolidate with, or purchase substantially all of the assets or business
          of, or
          equity interests in, or make an investment in any Person or make any loan
          to any
          Person (other than in a Partnership Company or extensions of credit to
          customers
          in the ordinary course of business);

        


        (xii)  except
          as
          contemplated by this Agreement, enter into any transactions with Sellers
          or
          their respective Affiliates outside the ordinary course of
          business;

        


        (xiii)  issue
          or
          sell any equity interests, notes, bonds or other securities of such Partnership
          Company or incur, assume or guarantee any Indebtedness for borrowed money
          (except for intercompany loans from or to Sellers or their respective Affiliates
          in the ordinary course of business which will be settled or cancelled prior
          to
          Closing), or any option, warrant or right to acquire same; 

        


        (xiv)  make
          any
          distribution with respect to its equity interests other than solely in
          cash or
          redeem, purchase, or otherwise acquire any of its equity interests; provided,
          however, that prior to the Closing, the Partnership Companies shall distribute
          all of their respective equity interests in the Excluded Subsidiary to
          the
          Sellers;

        


        (xv)  amend
          in
          any material respect, terminate, cancel or renew any Material Contract
          or enter
          into any contract that would be a Material Contract if in effect on the
          date of
          this Agreement, provided that, for the avoidance of doubt, to the extent
          any
          such contract is entered into after the date of this Agreement in accordance
          with this Agreement, such contract shall be deemed to be a Material Contract
          for
          purposes of this Agreement; provided, further, that, subject to the giving
          of
          prior notice to Buyers and no objection being made by Buyers thereto, this
          clause (xv) shall not prohibit amendments, terminations, cancellations
          or
          renewals of, or the entry into, any contract that is described in clauses
          (ii),
          (iii), (ix) or (xiii) of the definition of Material Contracts in the ordinary
          course of business;

        


        (xvi)  modify
          or
          waive the Partnership Companies’ rights under existing confidentiality or
          non-compete agreements under which the Partnership Companies are the
          beneficiaries; 

        


        (xvii)  fail
          to
          maintain in full force and effect insurance policies covering the Partnership
          Companies and their respective properties, assets and businesses in a form
          and
          amount consistent with good industry practice and to promptly and diligently
          prosecute claims under such policies;


        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        


        


        (xviii)  enter
          into any commodity price hedge or, except in the ordinary course of business,
          any open fixed price positions;

        


        (xix)  take
          any
          action that would reasonably be expected to result in any representation
          and
          warranty of the Sellers set forth in this Agreement becoming untrue in
          any
          material respect;

        


        (xx)  fail
          to
          take any action that would reasonably be expected to, directly or indirectly,
          prevent or materially impair or delay the consummation of the transactions
          contemplated hereby; or

        


        (xxi)  agree,
          whether in writing or otherwise, to do any of the foregoing.

        


        Section
          6.2 Access.
          

        


        (a) From
          the
          date hereof through the Closing, Sellers shall afford to Buyers and their
          authorized Representatives full access, during normal business hours and
          in such
          manner as not to unreasonably interfere with normal operation of the business,
          to the properties, property records, title insurance, title opinions and
          reports, books, contracts, leases, records and appropriate officers and
          employees of the Partnership Companies (and of Sellers to the extent related
          to
          the business of the Partnership Companies), and shall furnish such authorized
          Representatives with all financial and operating data, title and property
          information and records and other information concerning the affairs of
          any
          Partnership Company (and of Sellers to the extent related to the business
          of the
          Partnership Companies) as Buyers and such Representatives may reasonably
          request
          (including, without limitation, planning and preliminary arrangements (including
          data mapping and testing) for the transfer of data from Sellers to Buyers
          necessary for post-Closing provision of payroll, benefits and data services);
          provided,
          however, that
          Buyers shall not be entitled to conduct any environmental testing or sampling
          on
          or at any properties or Facilities of the Partnership Companies without
          Sellers’
prior written consent, which consent will not be unreasonably withheld
          or
          delayed. Sellers shall have the right to have a Representative present
          at all
          times during any such inspections, interviews, and examinations. 

        


        (b) Buyers
          shall hold in confidence all information referred to in subsection (a)
          above on
          the terms and subject to the conditions contained in the Confidentiality
          Agreement. Notwithstanding the foregoing, Buyers shall have no right of
          access
          to, and Sellers shall have no obligation to provide to Buyers, information
          relating to (i) bids received from others in connection with the transactions
          contemplated by this Agreement and information and analysis (including
          financial
          analysis) relating to such bids, (ii) any information the disclosure of
          which
          Sellers have reasonably concluded after consultation with counsel would
          jeopardize any privilege available to a Partnership Company, Sellers or
          any of
          their respective Affiliates relating to such information, (iii) any information
          the disclosure of which would cause a Partnership Company, Sellers or any
          of
          their respective Affiliates to breach a confidentiality obligation or (iv)
          any
          information the disclosure of which would result in a violation of Law.
          With
          respect to clause (iii) above, Sellers represent and warrant that the
          information not being 


        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        


        disclosed
          to Buyers could not reasonably be expected to have a Material Adverse Effect
          on
          the Partnership Companies or the operation of the business of the Partnership
          Companies.

        


        (c) From
          and
          after the Closing Date until the fifth anniversary of the Closing Date,
          Sellers
          will, and will cause each of their subsidiaries and Representatives to,
          hold in
          confidence, unless compelled to disclose by judicial or administrative
          process
          or by other requirements of applicable Law, all confidential information
          concerning the Partnership Companies or the business and assets of the
          Partnership Companies, except to the extent that such information can be
          shown
          to have been (i) in the public domain through no fault of Sellers or any
          of
          their Representatives, (ii) disclosed by Buyers, their Affiliates or their
          respective Representatives to a third party without a duty of confidentiality
          on
          such third party or (iii) lawfully acquired by Sellers or their Representatives
          after the Closing Date on a non-confidential basis from sources other than
          Buyers or the Partnership Companies, but only to the extent that any such
          source
          is not bound by a confidentiality agreement or other duty to keep such
          information confidential.

        


        Section
          6.3 Third
          Party Approvals and Cooperation. 

        


        (a) Buyers
          and Sellers shall (and shall each cause their respective Affiliates to)
          use
          Reasonable Efforts to obtain all material consents and approvals of third
          parties that any of Buyers, Sellers or their respective Affiliates are
          required
          to obtain in order to consummate the transactions contemplated
          hereby.

        


        (b) Each
          of
          the Parties will cooperate with each other and use Reasonable Efforts to
          take
          all actions and to do all things necessary, proper, or advisable in order
          to
          consummate and make effective the transactions contemplated by this Agreement
          (including satisfaction, but not waiver, of the Closing conditions set
          forth in
          Article VIII). Sellers agree to provide, and shall cause the Partnership
          Companies and each of its officers and employees to provide, all cooperation
          reasonably requested by Buyers, at Buyers’ sole cost and expense, and necessary
          in connection with (x) the arrangement of any equity or debt financing
          by Buyers
          (“Financing”),
          including (i) preparation of financial statements for use in any offering
          document prepared by Buyers or their Affiliates and (ii) delivery by the
          Partnership Companies of any pledge and security documents, lien releases,
          other
          definitive financing documents, including any indemnity agreements or other
          requested certificates or documents relating to the Financing, and (y)
          the
          filing of Form 8-K by Buyers or any of their Affiliates under the Securities
          Exchange Act of 1934, as amended (the “Exchange
          Act”)
          as a
          result of the consummation of the transactions contemplated hereby; provided,
          however,
          that no
          such agreements or documents shall impose any monetary obligation or liability
          on the Partnership Companies prior to the Closing Date or on such officers,
          employees or Sellers at any time. Sellers and the Partnership Companies
          shall
          take all actions reasonably requested by Buyers, at Buyers’ sole cost, to cause
          KPMG LLP to provide any unqualified opinions, consents or customary comfort
          letters with respect to the financial statements needed in connection with
          the
          Financing and the filing of such Form 8-K. The obligations set forth in
          this
          Section 6.3(b) shall survive until the third anniversary of the Closing
          Date.


        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        


        


        


        Section
          6.4  Regulatory
          Filings. From
          the
          date of this Agreement until the Closing:

        


        (a)  Each
          of
          Buyers and Sellers shall, and shall cause their respective Affiliates to
          (i)
          make or cause to be made the filings required of such party or any of its
          Affiliates under any Laws with respect to the transactions contemplated
          by this
          Agreement and to pay any fees due of it in connection with such filings,
          as
          promptly as is reasonably practicable, and in any event within 15 Business
          Days
          after the date hereof, (ii) cooperate with the other Party and furnish
          all
          information in such Party’s possession that is necessary in connection with such
          other Party’s filings, (iii) use Reasonable Efforts to cause the expiration of
          the notice or waiting periods under the HSR Act and any other Laws with
          respect
          to the transactions contemplated by this Agreement as promptly as is reasonably
          practicable, (iv) promptly inform the other Party of any communication
          from or
          to, and any proposed understanding or agreement with, any Governmental
          Authority
          in respect of such filings, (v) consult and cooperate with the other Party
          in
          connection with any analyses, appearances, presentations, memoranda, briefs,
          arguments and opinions made or submitted by or on behalf of any Party in
          connection with all meetings, actions and proceedings with Governmental
          Authorities relating to such filings, (vi) comply, as promptly as is reasonably
          practicable, with any requests received by such Party or any of its Affiliates
          under the HSR Act and any other Laws for additional information, documents
          or
          other materials, and (vii) use Reasonable Efforts to resolve any objections
          as
          may be asserted by any Governmental Authority with respect to the transactions
          contemplated by this Agreement. If a Party intends to participate in any
          meeting
          with any Governmental Authority with respect to such filings, it shall
          give the
          other Party reasonable prior notice of, and an opportunity to participate
          in,
          such meeting.

        


        (b)  In
          connection with any such filings, Buyers shall cooperate in good faith
          with
          Governmental Authorities and undertake promptly any and all action required
          to
          complete lawfully the transactions contemplated by this Agreement.
          Notwithstanding the foregoing, in no event shall Buyers be required to
          take any
          action, or agree to take any action, that in the judgment of Buyers would
          have a
          material adverse effect on Buyers or on the Partnership Companies or any
          of
          their respective Affiliates.

        


        Section
          6.5 No-Hire/Non-Solicitation.

        


        (a) For
          a
          period of 12 months following the Closing Date, neither Buyers nor any
          Affiliate
          of Buyers shall, directly or indirectly, hire or solicit (with the exception
          of
          any general solicitation of employment through any general advertising
          medium in
          the ordinary course of business) for employment as an employee or consultant,
          any employee of Sellers or their Affiliates other than a Transferred Employee,
          unless such employee’s employment is or has been terminated by Sellers and their
          Affiliates.


        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        


        


        (b) For
          a
          period of 12 months following the Closing Date, neither Sellers nor any
          of their
          Affiliates shall, directly or indirectly, hire or solicit (with the exception
          of
          any general solicitation of employment through any general advertising
          medium in
          the ordinary course of business) for employment as an employee or consultant,
          any individual who is identified as a Transferred Employee on the date
          hereof or
          who was a Transferred Employee as of the Closing Date, unless such employee’s
          employment is or has been terminated by Buyers and their Affiliates (including,
          after the Closing, the Partnership Companies).

        


        Section
          6.6 Partnership
          Guarantees.

        


        (a)  Buyers
          shall use Reasonable Efforts to obtain from the respective beneficiary,
          in form
          and substance reasonably satisfactory to Sellers, on or before the Closing,
          valid and binding written releases of Sellers and their respective Affiliates
          (other than the Partnership Companies), as applicable, from any liability
          or
          obligation, whether arising before, on or after the Closing Date, under
          any
          Partnership Guarantees in effect as of the Closing. If any Partnership
          Guarantee
          has not been released as of the Closing Date, then Buyers shall continue
          to use
          their Reasonable Efforts after the Closing to cause each such unreleased
          Partnership Guarantee to be released promptly. The Buyers shall be deemed
          to
          have met their obligations described in the two immediately preceding sentences
          if they shall have offered to provide a substitute guarantee, a substitute
          letter of credit or a substitute surety or performance bond, as applicable,
          with
          terms and provisions that are not less favorable to such beneficiary in
          any
          material respect than the guarantee, letter of credit or surety or performance
          bond being replaced. In no event shall the Buyers be obligated to offer
          to
          provide guarantees, letters of credit or surety or performance bonds with
          terms
          and provisions more favorable to the beneficiary than the guarantee, letter
          of
          credit or surety or performance bond being replaced. 

        


        (b)  Notwithstanding
          anything to the contrary herein, the Parties acknowledge and agree that
          at any
          time on or after 90 days following the Closing Date, the expiration of
          the
          Transition Services Agreement, any of SRCG, Genpar and their respective
          Affiliates may, in its sole discretion, take any action to terminate, obtain
          release of or otherwise limit its liability under any and all outstanding
          Partnership Guarantees.

         

        (c)  Buyers
          shall reimburse Sellers for any and all Losses incurred on account of claims
          and
          payments made under or for the Partnership Guarantees on or after the Closing
          Date and the obligations of Buyers hereunder to reimburse Sellers for such
          Losses shall not be subject to the limitations or conditions contained
          in
          Article IX hereof. Notwithstanding the foregoing, Buyers shall not be required
          to indemnify the Sellers for any Losses attributable to an event or condition,
          the occurrence or existence of which results in a valid claim by Buyers
          against
          the Sellers for indemnity pursuant to Article IX hereof.

        


        Section
          6.7 Indebtedness;
          Termination of Related Party Transactions.


        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        


        


         

        (a)  Immediately
          prior to the Closing, (i) Sellers shall cause the Partnership Companies
          to
          distribute to Sellers any Indebtedness due to the Partnership Companies
          from
          Sellers or their respective Affiliates (other than the Partnership Companies)
          and (ii) Sellers shall cancel (or, as applicable, cause their respective
          Affiliates to cancel) any Indebtedness due from the Partnership Companies
          to
          Sellers or their respective Affiliates (other than the Partnership Companies),
          in each case including interest and other amounts accrued thereon or due
          in
          respect thereof.

        


        (b)  Prior
          to
          or at the Closing, Sellers will pay in full the Bank Credit
          Facility.

        


        (c)  On
          or
          prior to the Closing Date, the Partnership Companies shall assign the Contracts
          listed on Schedule
          6.7(c) to
          one of
          the Sellers.

        


        (d)  On
          or
          prior to the Closing Date, the commodity positions set forth on Schedule
          6.7(d)
          shall
          have expired or been terminated, in each case at Sellers’ expense.

        


        Section
          6.8 Update
          Information. Prior
          to
          the Closing, each of Sellers and Buyers shall give the other Party prompt
          written notice of (i) any development that is reasonably likely to result
          in a failure of a condition to the Closing or (ii) the breach of any of
          its
          respective representations and warranties or covenants. No such disclosure
          by
          any such party shall be deemed to cure any such breach.


        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        


        


        


        Section
          6.9 Change
          of Name; Seller Marks.  

        


        (a) As
          soon
          as practicable following the Closing Date, but in no event later than 30
          days
          following the Closing Date, Buyers shall cause each of the Partnership
          Companies, as applicable, to change its name to a name that does not include
          “Sid,”“Sid Richardson,”“SRCG,”“Richardson” or “Keystone” and to make any
          necessary legal filings with the appropriate Governmental Authorities to
          effectuate such changes. Buyers shall hold harmless and indemnify Sellers
          against all costs, expenses, and damages resulting from or arising in connection
          with Buyers’ or the Partnership Companies use of the “Sid,”“Sid
          Richardson,”“SRCG,”“Richardson” or “Keystone” names as provided in this Section
          6.9.

        


        (b) Buyers
          shall obtain no right, title, interest, license or any other right whatsoever
          to
          use the words “Sid,”“Sid Richardson,”“SRCG,”“Richardson,”“Keystone” or any
          trademarks containing or comprising the foregoing, or any trademark confusingly
          similar thereto or dilutive thereof (collectively, the “Seller
          Marks”). From
          and
          after the Closing, Buyers agree that they shall (i) cause each Partnership
          Company to cease using the Seller Marks in any manner, directly or indirectly,
          except for such limited uses as cannot be promptly terminated (e.g.,
          signage, e-mail addresses and the like), and to cease such limited usage
          of the
          Seller Marks as promptly as possible after the Closing and in any event
          within
          12 months following the Closing Date, (ii) remove, strike over or otherwise
          obliterate all Seller Marks from all assets and all other materials owned,
          possessed or used by any of the Partnership Companies to the extent reasonably
          practicable and (iii) use Reasonable Efforts to cause any third parties
          using or
          licensing Seller Marks on behalf of or with the consent of any Partnership
          Company, to remove, strike over or otherwise obliterate all Seller Marks
          from
          all materials owned, possessed or used by such third parties. The Parties
          agree,
          because damages would be an inadequate remedy, that a Party seeking to
          enforce
          this Section 6.9 shall be entitled to seek specific performance and injunctive
          relief as remedies for any breach thereof in addition to other remedies
          available at law or in equity. 

        


        (c) Subject
          to the last sentence of this Section 6.9(c), each of the Sellers shall
          not, and
          shall cause each of their Affiliates not to, directly or indirectly, during
          the
          period commencing on the Closing Date and ending on the second anniversary
          of
          the Closing Date engage in, or own, manage, operate, control or participate
          in
          the management, operation or control of, or have any controlling interest,
          financial or otherwise, in (collectively, “Engage
          In”)
          the
          conduct of any business that is a Competitive Business. For purposes of
          this
          Section 6.9(c), the term “Competitive
          Business”
shall
          mean the business engaged in by the Partnership Companies as it exists
          immediately after the Closing, including without limitation the business
          of
          gathering, treating, processing, storing, transporting and selling natural
          gas
          and transporting, fractionating and selling natural gas liquids. The
          restrictions contained in this Section 6.9(c) shall be limited to the Texas
          and
          New Mexico counties in which the Partnership Companies’ physical properties and
          assets are located as of the Closing Date together with any counties that
          are
          adjacent thereto (the “Non-Compete
          Area”).
          For
          purposes hereof, “control” of a Person means the ownership of more than 50% of
          the equity of such Person or the power to exercise more than 50% of the
          general
          voting rights of such Person. Notwithstanding anything to the


        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        


        contrary
          contained in this Section 6.9(c), nothing in this Section 6.9(c) shall
          be deemed
          to prohibit the continued business and operations of Sid Richardson Carbon,
          Ltd., Richardson Fuels, Inc. and Bass Enterprises Production Co. as currently
          conducted.

        


        Section
          6.10 Books
          and Records. From
          and
          after the Closing:

        


        (a)  Sellers
          and their respective Affiliates may retain a copy of all of the data room
          materials and other books and records (other than Tax records which are
          addressed in Article VII) relating to the business or operations of the
          Partnership Companies on or before the Closing Date. Notwithstanding the
          foregoing, and in addition to the provisions of Article VII, Sellers and
          their
          respective Affiliates shall be entitled to retain originals of (i) any
          Tax
          Return covering a taxable period ending on or prior to the Closing Date
          and (ii)
          any Benefit Plan documentation. Sellers and their respective Affiliates
          shall
          provide Buyers with reasonable access, during normal business hours and
          upon
          reasonable prior notice, to any original books and records that remain
          in the
          possession of Sellers and their respective Affiliates which relate primarily
          to
          the business or operations of the Partnership Companies on or before the
          Closing
          Date and are reasonably required by Buyers in connection with the business
          and
          operations of the Partnership Companies, copies of which books and records
          are
          not in the possession of Buyers or their Affiliates. Sellers and their
          respective Affiliates shall cooperate with and provide reasonable assistance
          to
          Buyers in connection with their accessing of such books and
          records.

        


        (b) Buyers
          shall preserve and keep a copy of all data room materials and all books
          and
          records (other than Tax records which are addressed in Article VII) relating
          to
          the business or operations of the Partnership Companies on or before the
          Closing
          Date in Buyers’ possession for a period of at least seven years after the
          Closing Date. 

        


        Section
          6.11 Permits.
          The
          Partnership Companies shall provide all notices and otherwise take all
          actions
          required to transfer or reissue any Permits, including those required under
          Environmental Laws, as a result of or in furtherance of the transactions
          contemplated by this Agreement. Buyers and Sellers shall use Reasonable
          Efforts
          to cooperate with the Partnership Companies to provide information necessary
          to
          apply for such Permits.

        


        Section
          6.12  Insurance.
          

        


        (a) With
          the
          exception of the crime and pollution and remediation coverages, all Policies
          listed in Schedule
          4.14
          are
          written on an occurrence basis. Claims covered by the occurrence based
          Policies,
          occurring before the Closing Date, will be reported into these occurrence
          forms.
          Because the occurrence Policies are shared with entities not involved in
          the
          transactions contemplated by this Agreement, and therefore cannot be transferred
          to Buyers, coverage for occurrences after the Closing shall be obtained
          by
          Buyers under separate policies. Claims arising under the crime and pollution
          and
          remediation Policies shall be governed by the applicable policy terms and
          conditions.


        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        


        


        (b) After
          the
          Closing, Buyers and the Partnership Companies shall be responsible for,
          and
          neither Sellers nor their Affiliates shall have any responsibility for,
          the
          payment of any deductible amounts attributable to the Policies specified
          in
          subsection (a) above and the predecessor policies arising from the operations
          of
          the Partnership Companies. Buyers acknowledge that certain of the Policies
          require Sellers or their respective Affiliates to provide an indemnity
          to the
          insurance carrier for deductible amounts and to provide collateral to secure
          such indemnity obligations. Buyers and Sellers will cooperate and use Reasonable
          Efforts to cause Buyers to be substituted for Sellers or any of their respective
          Affiliates (as applicable) with respect to such indemnities and to have
          such
          collateral replaced with a letter of credit or other adequate collateral
          from
          Buyers. Sellers shall indemnify and hold harmless Buyers for any and all
          charges
          made against such collateral or indemnification payments required to be
          paid by
          Buyers in connection with claims arising or alleged to arise from the operations
          of any entity other than the Partnership Companies. In the event that such
          substitution of indemnitor and collateral cannot be accomplished prior
          to the
          Closing, Buyers shall enter into an indemnification agreement in form mutually
          acceptable to Buyers and Sellers wherein Buyers agree to indemnify and
          hold
          harmless Sellers or any of their respective Affiliates (as applicable)
          for any
          and all of the costs of maintaining such collateral and for any charges
          made
          against such collateral or indemnification payments in connection with
          claims
          arising or alleged to arise from the operations of the Partnership Companies
          required to be paid by Sellers or any of their respective Affiliates (as
          applicable) under or with respect to such Policies from and after the Closing
          Date.

        


        (c)  If,
          at
          any time after the date hereof, Sellers or any of their respective Affiliates
          are entitled to receive proceeds under the Policies or receive any notices
          or
          proceeds under the Policies which are related to the business of the Partnership
          Companies, Sellers shall (and shall cause their Affiliates to) (i) use
          Reasonable Efforts to collect any such Proceeds from the insurance carrier
          and
          accept and hold such proceeds and notices for the account and sole benefit
          of
          Buyers, (ii) have no equitable or beneficial interest in such proceeds
          and
          notices and (iii) deliver such proceeds and notices (free of any withholding,
          setoff, recoupment, or deduction of any kind except as required by Law)
          promptly
          to Buyers in the same form received.

        


        Section
          6.13 Further
          Assurances. Upon
          the
          request of any Party at any time after the Closing Date, the other Parties
          will
          promptly execute and deliver such further instruments of assignment, transfer,
          conveyance, endorsement, direction or authorization and other documents
          as the
          requesting Party or its counsel may reasonably request to perfect title
          of
          Buyers and their successors and assigns to the Purchased Interests or otherwise
          to effectuate the purposes of this Agreement.

        


        Section
          6.14 Exclusivity.
          From
          the
          date of this Agreement through the Closing Date, Sellers will not (and
          Sellers
          will not permit the Partnership Companies or any of their officers, partners,
          directors, managers or advisors to), directly or indirectly, solicit, initiate,
          encourage, negotiate with, engage in discussions with, accept any proposal
          or
          offers from, or provide any information or access to any Person relating
          to the
          acquisition of all or substantially all of the equity securities or assets
          of
          the 


        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        


        Partnership
          Companies by such Person (including any acquisition structured as a merger,
          consolidation, or share exchange).

        


        Section
          6.15 Release
          Related to Due Diligence Activities.
          BUYERS
          HEREBY RELEASE AND AGREE TO INDEMNIFY, DEFEND, SAVE AND HOLD HARMLESS THE
          SELLER
          INDEMNIFIED PARTIES (AS HEREAFTER DEFINED) FROM ANY CLAIM ARISING OUT OF
          OR
          RELATED TO DUE DILIGENCE ACTIVITIES BY OR ON BEHALF OF BUYERS, INCLUDING
          DUE
          DILIGENCE ACTIVITIES CONDUCTED PURSUANT TO SECTION 6.2 OF THIS AGREEMENT
          ;
          PROVIDED, HOWEVER, THAT BUYERS SHALL NOT BE LIABLE TO THE SELLER INDEMNIFIED
          PARTIES FOR ANY ACT OR OMISSION OF SELLERS, THE PARTNERSHIP COMPANIES OR
          ANY OF
          THEIR RESPECTIVE EMPLOYEES OR AGENTS IN CONNECTION WITH ANY DUE DILIGENCE
          ACTIVITIES BY OR ON BEHALF OF BUYERS.
          THE
          OBLIGATIONS OF BUYERS UNDER THIS SECTION 6.15 SHALL NOT BE SUBJECT TO THE
          CONDITIONS AND LIMITATIONS SET FORTH IN ARTICLE IX HEREOF.

         

        Section
          6.16 Identification
          of Transferred Employees. 

        


        (a) Schedule
          6.16(a)
          identifies each Active Employee as of the date of this Agreement (other
          than
          Non-Transferred Employees, as such term is defined in Section 6.16(b)),
          together
          with the Employee’s title or job position, work location, service, compensation
          and maximum amount of severance liability if such Employee were not to
          be
          retained for the Continuation Period in a manner complying with Section
          6.17(c).
Schedule
          6.16(a)
          shall be
          updated by Sellers on or before the Closing Date to identify individuals
          who
          become Active Employees after the date of this Agreement (and who are not
          otherwise identified on an updated schedule), to remove those individuals
          who
          cease to be Active Employees prior to the Closing (without regard to the
          reason
          or circumstance for such termination of Active Employee status) and to
          identify
          any other changes in the information listed thereon. Except as provided
          in
          Section 6.16, in hiring new Employees and terminating Employees after the
          date
          of this Agreement and prior to the Closing, Sellers and the Partnership
          Companies shall follow their usual and ordinary course of business in accordance
          with past practice. For purposes of this Section 6.16, the term “Active
          Employees”
shall
          include all full-time and part-time Employees; Employees on workers’
compensation, military leave, maternity leave, leave under the Family and
          Medical Leave Act of 1993, or short-term disability; and Employees on other
          approved leaves of absence with a legal or contractual right to
          reinstatement.

        


        (b) Schedule
          6.16(b)
          identifies those Employees as of the date of this Agreement who will be
          retained
          by Sellers and who shall not in any event be considered “Transferred
          Employees”
for
          purposes of this Agreement (“Non-Transferred
          Employees”).
          Neither Buyers nor any of the Partnership Companies (after the Closing)
          shall
          have any liability with respect to the Active Employees listed in Schedule
          6.16(b).
          

        


        (c) Schedule
          6.16(c)
          identifies each other non-Partnership Company employee of Sellers or their
          other
          Affiliates who principally provides services in connection with the



        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        


        Partnership
          Companies (hereinafter collectively referred to as “Other
          Employees”)
          and who
          would be an Active Employee if he or she were employed by any of the Partnership
          Companies, together with such employee’s title or job position, work location,
          service, compensation and maximum amount of severance liability if such
          employee
          were not to be retained for the Continuation Period in a manner complying
          with
          Section 6.17(c). Schedule
          6.16(c) shall
          be
          updated by Sellers on or before the Closing Date to identify individuals
          who
          become Other Employees after the date of this Agreement (and who are not
          otherwise identified on an updated schedule), to remove those individuals
          who
          cease to be Other Employees prior to the Closing (without regard to the
          reason
          or circumstance for such termination of Other Employee status), and to
          identify
          any other changes in the information listed thereon.

        


        Section
          6.17 Employment
          of Transferred Employees.

        


         

        (a) Buyers
          shall cause all Employees listed in Schedule
          6.16(a)
          to
          remain employed by the Partnership Companies as of the Closing Date in
          the same
          or comparable positions, and with at least the same base pay as was in
          effect
          immediately prior to the Closing Date (subject to Section 6.1(iii)). Such
          Employees, together with the Other Employees who meet the conditions for
          employment with Buyers or their Affiliates on and after the Closing Date
          as
          described in Section 6.17(b), are hereinafter collectively referred to
          as the
“Transferred
          Employees.”

        


        (b) On
          or
          before the Closing Date, but effective as of the Closing Date, Buyers or
          their
          Affiliates shall make offers of employment to each Other Employee who they
          desire to employ. The terms and conditions of each such offer of employment
          shall be on the terms and conditions determined by Buyers in their sole
          discretion; provided, that, the Buyers shall cause the Other Employees
          who
          become employed by a Partnership Company or another Affiliate of Buyers
          as of
          the Closing Date to be employed in the same or comparable positions, and
          with at
          least the same base pay as was in effect immediately prior to the Closing
          Date.
          For purposes of this Section, with respect to the compensation and benefits
          of
          the Other Employees between the date of this Agreement and the Closing
          Date,
          Sellers shall observe the covenants contained in Section 6.1(iii) as if
          the
          Other Employees were covered by such covenants. For
          an
          Other Employee to become an employee of Buyers or their Affiliates, the
          Other
          Employee must (i) accept Buyers’ or their Affiliates offer of employment under
          the terms and conditions provided in such offer, (ii) remain employed by
          the
          Sellers or any of their Affiliates until the Closing Date, and (iii) commence
          active employment with Buyers or their Affiliates immediately upon the
          Closing
          Date or such later date as otherwise agreed by Buyers. Sellers shall be
          responsible for all wages and benefits of Other Employees who become Transferred
          Employees for all periods prior to the Closing Date (or such later date
          as such
          employee commences employment with Buyers or their Affiliates, as agreed
          with
          Buyers). 

        


        (c) Except
          as
          provided in Section 6.17(f), this Section 6.17 shall not limit Buyers’ ability
          to change a Transferred Employee’s position, compensation or benefits for
          performance-related or other business reasons or require Buyers to continue
          the
          employment of a Transferred Employee for any particular period of time
          after the
          Closing; provided,
          however, 


        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        


        that
          in
          the event that (A) a Transferred Employee is terminated without Cause during
          the
          one year period following the Closing Date (the “Continuation
          Period”),
          (B)
          during the Continuation Period, Buyers fail to provide a Transferred Employee
          with a base compensation level at least as high as such Transferred Employee’s
          base compensation level (i.e., base hourly wages or base salary, as applicable)
          as of the day immediately preceding the Closing (subject to Section 6.1(iii)),
          or (C) during the Continuation Period, if a Transferred Employee resigns
          his
          employment with the Partnership Companies and their Affiliates after Buyers
          fail
          to provide such Transferred Employee with a principal place of work that
          is no
          more than 20 miles from such Transferred Employee’s place of work as of the day
          immediately preceding the Closing, then Buyers shall be responsible for
          and
          shall pay (or shall cause the Partnership Companies or another of their
          Affiliates to pay) the severance payment due to such Transferred Employee
          in
          accordance with the provisions of Sellers’ severance pay program reflected in
          the form of the April 4, 2005 communication to Employees provided to
          Buyers.

        


        (d) Sellers
          shall be responsible for and shall pay all retention payments due to Active
          Employees (including Transferred Employees and Non-Transferred Employees)
          and
          the Other Employees in accordance with the terms of Sellers’ retention pay
          program reflected in the form of the April 4, 2005 communication to Employees
          provided to Buyers. In addition, Sellers shall be responsible for and shall
          pay
          all severance payments due to Active Employees and Other Employees who
          do not
          become Transferred Employees and to any other employees of Sellers or their
          Affiliates; provided,
          however,
          that if
          an Active Employee or Other Employee who is not a Transferred Employee
          is
          subsequently hired by Buyers, a Partnership Company or any of their Affiliates
          during the Continuation Period, Buyers shall reimburse Sellers for the
          severance
          payment made to such employee.

        


        (e) On
          and
          after the Closing Date, Buyers shall cause the Partnership Companies to
          recognize the service of each Transferred Employee for Sellers and the
          Partnership Companies before the Closing Date for all employee benefit
          and
          employment-related purposes, except for benefit accrual under any defined
          benefit pension plan, whether non-qualified or subject to Title IV of
          ERISA.

        


        (f) Sellers
          shall pay to Transferred Employees any quarterly bonus payments due to
          Transferred Employees for the full and partial quarterly periods prior
          to the
          Closing Date.

        


        (g) Upon
          request, Sellers shall provide or cause to be provided to Buyers copies
          of the
          personnel files of Transferred Employees and such spreadsheets and other
          data as
          may be necessary or appropriate to establish payroll records and benefit
          enrollment records for such Transferred Employees. 

        


        Section
          6.18 No
          Duplicate Benefits.
          Nothing
          in this Agreement shall cause duplicate benefits to be paid or provided
          to or
          with respect to a Transferred Employee under any employee benefit policies,
          plans, arrangements, programs, practices, or agreements. References herein
          to a
          benefit with respect to a Transferred Employee shall include, where applicable,
          benefits with respect to any eligible dependents and beneficiaries of such
          Transferred Employee under the same employee benefit policy, plan, arrangement,
          program, practice or agreement.


        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        


        


        Section
          6.19 Employees
          on LTD.
          Any
          individual who as of the Closing Date is eligible for long-term disability
          benefits shall be covered under Sellers’ long-term disability plan. Neither
          Buyers nor, after the Closing Date, the Partnership Companies shall have
          any
          liability with respect to such an individual and such responsibility shall
          remain or be assumed, as between the Parties, by Sellers. Employees on
          long-term
          disability shall be identified on Schedule
          6.19.

        


        Section
          6.20 Defined
          Benefit Plan, Deferred Compensation Plan and Defined Contribution
          Plans.

        


        (a) Effective
          as of the Closing Date, benefit accruals under the Retirement Plan for
          Employees
          of Bass Enterprises Production Co. (the “Sellers’
          Pension Plan”)
          shall
          cease as to all Transferred Employees (the “Eligible
          Transferred Employees”)
          and
          Sellers’ Pension Plan shall be amended to exclude all other employees
          of SRES,
          REM
          and Leapartners and their ERISA Affiliates from and after the Closing Date.
          Sellers shall cause Sellers’ Pension Plan to fully vest and make nonforfeitable
          all accrued benefits of the Transferred Employees under such Plan, effective
          as
          of the Closing Date. None of SRES, REM, Leapartners or their ERISA Affiliates
          from and after the Closing Date shall have any further funding obligation
          with
          respect to Sellers’ Pension Plan as of and following the Closing Date and
          Sellers shall indemnify and hold harmless Buyers, SRES, REM, Leapartners
          and
          their ERISA Affiliates from and after the Closing Date from any liability
          arising thereunder. Benefits shall be payable under Sellers’ Pension Plan in
          accordance with its terms, subject to the vesting and freezing of benefit
          accruals and eligibility subsequent to the Closing Date.

        


        (b) Sellers
          or an identified ERISA Affiliate of the Sellers shall assume sponsorship
          of and
          all obligations under the Sid Richardson Energy Restoration Plan and the
          Richardson Energy Marketing Restoration Plan (collectively, the “SRCG
          Restoration Plan”)
          effective as of the Closing Date. Benefit accruals for all Transferred
          Employees
          eligible to participate under the SRCG Restoration Plan shall cease effective
          as
          of the Closing Date and no other employees of SRES, REM, Leapartners or
          their
          ERISA Affiliates from and after the Closing Date shall be eligible to
          participate thereafter. Transferred Employees under the SRCG Restoration
          Plan
          shall be made fully vested as of the Closing Date. Benefits under the SRCG
          Restoration Plan shall be payable to Eligible Transferred Employees in
          accordance with its terms, subject to the vesting of benefits subsequent
          to the
          Closing Date. Sellers shall indemnify and hold harmless Buyers, SRES, REM,
          Leapartners and their ERISA Affiliates from and after the Closing Date
          from any
          liability arising under the SRCG Restoration Plan.

        


        (c) Effective
          as of the Closing Date, Sellers will make necessary modifications and/or
          amendments to The Bass Thrift 401(k) Plan
          (“Sellers’ 401(k) Plan”),
          so that
          SRES, REM and Leapartners shall cease to be participating employers. If
          the
          Transferred Employees will be covered under Buyers’ qualified defined
          contribution plan
          (“Buyers’ 401(k) Plan”),
          then
          as soon as administratively reasonable following the Closing Date, Buyers
          shall
          direct the trustee of Buyers’ 401(k) Plan to accept the transfer of the account
          balances of the Transferred Employees who participate in Sellers’ 401(k)
          Plan;
          provided however,
          that
          Sellers’ 401(k) Plan shall not be required to effect such transfer of the
          accounts of the Transferred Employees to 


        
          
            
            

          

          
            47

            
              

            

          

          
            
            

          

        


        Buyers’
          401(k) Plan until the receipt of reasonable evidence that Buyers’ 401(k) Plan is
          tax-qualified. In the event that Buyers’ do not intend to cover the Transferred
          Employees under Buyers’ 401(k) Plan, or no such plan exists, then SRES, REM and
          Leapartners shall consent to a “termination spinoff” of the portion of Sellers’
401(k) Plan attributable to Transferred Employees, in which case the Transferred
          Employees with account balances in Sellers’ 401(k) Plan shall be entitled to a
          distribution in accordance with the terms of Sellers’ 401(k) Plan.

        


        Section
          6.21 Welfare
          Benefit Plans Coverage
          of all Transferred Employees under each Benefit Plan which is an “employee
          welfare benefit plan” within the meaning of Section 3(1) of ERISA (“Welfare
          Benefit Plan”)
          to
          which SRES, REM and/or Leapartners is a party or by which any of them is
          bound,
          shall cease as of the Closing Date, subject to the health coverage continuation
          rights described below. If an Employee, former Employee, or dependent,
          beneficiary, or spouse with respect to an Employee or former Employee (a
          “Qualified
          Beneficiary”)
          has
          elected or is entitled to elect to continue health coverage under the
          Consolidated Omnibus Reconciliation Act of 1986 (“COBRA”)
          due to
          a “qualifying event” (within the meaning of Section 4980B(f)(3) of the Code)
          occurring on or before the Closing Date, then Sellers shall remain obligated
          to
          provide such coverage (or an election for such coverage, as applicable)
          through
          the remaining period of required coverage under a health plan of Sellers
          or
          their ERISA Affiliates in accordance with COBRA. If the employment of an
          Employee of SRES, REM, or Leapartners is terminated by reason of the
          transactions contemplated hereby on the Closing Date, then Sellers or their
          ERISA Affiliates shall provide health continuation coverage under COBRA
          (or an
          election for such coverage, as applicable) through the period of required
          coverage under a health plan of Sellers or their ERISA Affiliates for such
          Employee and all Qualified Beneficiaries with respect to such Employee
          in
          accordance with COBRA. Sellers and their ERISA Affiliates shall have no
          health
          care continuation obligation with respect to any Transferred Employee (including
          any Other Employee who becomes a Transferred Employee), such obligation
          (if any)
          to be that solely of Buyers and their ERISA Affiliates. 

        


        Section
          6.22 Vacation.
          Schedule
          6.22
          specifies the accrued but unused vacation pay (including personal days),
          as of
          the date hereof, of each Transferred Employee and any such accrued and
          unused
          vacation pay, calculated as of the Closing Date, shall be deemed to be
          a Current
          Liability as of the Closing Date for purposes of determining the Net Working
          Capital Change Amount as of the Closing Date. On or after the Closing Date,
          Buyers and their Affiliates shall allow Transferred Employees to receive
          paid
          time off for any unused vacation time (including personal days) specified
          on
Schedule
          6.22,
          as
          adjusted to reflect actual vacation through the Closing Date. Except as
          required
          otherwise by applicable Laws, Sellers and their Affiliates shall have no
          liability to Transferred Employees for the vacation payments described
          in the
          immediately preceding sentence. Notwithstanding Buyers’ obligations set forth in
          this Section 6.22, nothing in this Section 6.22 shall obligate Buyers to
          maintain the Partnership Companies’ vacation plans in effect at the
          Closing.

        


        Section
          6.23 No
          Third Party Beneficiaries.
          Nothing
          expressed or implied in Section 6.16 through Section 6.22 shall confer
          upon any
          employee of Sellers or their Affiliates (including but not limited to the
          Partnership Companies), or Buyers or their Affiliates, or upon any legal
          representative of any such employees, any rights or remedies, including
          any
          right to employment or continued 


        
          
            
            

          

          
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        employment
          for any specified period, of any nature or kind whatsoever under or by
          reason of
          this Agreement. Nothing in this Agreement, express or implied, shall create
          a
          third party beneficiary relationship or otherwise confer any benefit,
          entitlement, or right upon any person or entity other than the parties
          hereto.
          Nothing in this Agreement shall cause Buyers or their Affiliates or Sellers
          or
          their Affiliates to have any obligation to provide employment or any employee
          benefits to any individual who is not a Transferred Employee.

        


        Section
          6.24 Plan
          Terms Controlling.
          Nothing
          in this Agreement shall be deemed to confer upon any Person (or any beneficiary
          thereof) any rights under or with respect to any plan, program, or arrangement
          described in or contemplated by Section 6.16 through Section 6.22, and
          each
          Person (and any beneficiary thereof) shall be entitled to look only to
          the
          express terms of any such plan, program, or arrangement for his or her
          rights
          thereunder.

        


        Section
          6.25 WARN
          Act Requirements.
          On and
          after the Closing Date, Buyers and the Partnership Companies shall be
          responsible with respect to Transferred Employees and their beneficiaries
          for
          compliance, if required, with The Worker Adjustment and Retraining Notification
          Act of 1988 and any other similar, applicable law (the “Warn
          Act”),
          including any requirement to provide for and discharge any and all
          notifications, benefits, and liabilities to Transferred Employees and government
          agencies that might be imposed as a result of the consummation of the
          transactions contemplated by this Agreement or otherwise. On and after
          the
          Closing Date, Sellers shall retain all liabilities and obligations with
          respect
          to the WARN Act for all employees of Sellers and their Affiliates and their
          beneficiaries other than Transferred Employees.

        


        Section
          6.26 Successors
          and Assigns.
          In the
          event Buyers or any of their successors and assigns (a) consolidate with
          or
          merge into any other Person and shall not be the continuing or surviving
          corporation or entity in such consolidation or merger or (b) transfer all
          or
          substantially all of their assets to any Person, then, and in each case,
          proper
          provision shall be made so that such successors and assigns of Buyers honor
          the
          obligations of Buyers and their Affiliates set forth in Section 6.16 through
          Section 6.26.

        


        Section
          6.27 Financial
          Statements.
          The
          Sellers shall provide Buyers access to Sellers’ personnel, books and records to
          the extent reasonably necessary to enable Buyers to prepare financial statements
          of the Partnership Companies in such form and covering such periods as
          may be
          required by any applicable securities laws to be filed with the Securities
          and
          Exchange Commission by Buyers as a result of the transactions contemplated
          by
          this Agreement. 

        


        Section
          6.28 Certain
          Contracts.
          To the
          extent, if any, that any contract rights, agreements, commitments or other
          arrangements relating to the business of the Partnership Companies exist
          and
          will not be, after the Closing Date, held of record by the Partnership
          Companies, Sellers (or their Affiliates) will hold such contract rights,
          agreements, commitments or other arrangements as nominee for and on behalf
          of
          Buyers and for Buyers’ sole account.


        
          
            
            

          

          
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        Section
          6.29 Capital
          Expenditures.
          Sellers
          shall cause the Partnership Companies to make Capital Expenditures substantially
          in accordance with the Capital Expenditure Budget and, on or before the
          Closing
          Date, shall notify Buyers of any expected variance between actual capital
          expenditures and budgeted amounts.

        


        ARTICLE
          VII 

        TAX
          MATTERS

        


        Section
          7.1 
          [Intentionally Omitted]

        


        Section
          7.2  Tax
          Returns.

        


        (a) The
          income of the Partnership Companies will be apportioned to the period up
          to and
          including the Closing Date, and the period after the Closing Date by closing
          the
          books and records of the Partnership Companies as of 11:59 p.m. local time
          on
          the day immediately preceding the Closing Date.

        


        (b) With
          respect to any Tax Return of a Partnership Company covering a taxable period
          ending on or before the Closing Date that is required to be filed after
          the
          Closing Date, Sellers shall cause such Tax Return to be prepared and shall
          cause
          to be included in such Tax Return all items required to be included therein.
          Not
          later than 30 days prior to the due date of each such Tax Return, Sellers
          shall
          deliver a copy of such Tax Return to Buyers together with a statement of
          the
          difference, if any, of the amount of Tax shown due on such Tax Return over
          the
          amount set up as a liability for such Tax in the Closing Statement. If
          the Tax
          shown on the Tax Return exceeds the amount set up as a liability for the
          Tax in
          the Closing Statement, not later than 5 days prior to the due date of such
          Tax
          Return, Sellers shall pay to Buyers the amount of such excess. If the amount
          set
          up as a liability for the Tax in the Closing Statement exceeds the Tax
          shown on
          the Tax Return, not later than 5 days prior to the due date of such Tax
          Return,
          Buyers shall pay to Sellers the amount of such excess. Buyers shall cause
          such
          Partnership Company to file such Tax Return and timely pay the Taxes shown
          due
          on such Tax Return.

        


        (c) With
          respect to any Tax Return of a Partnership Company covering a taxable period
          beginning on or before the Closing Date and ending after the Closing Date
          (the
“Straddle
          Period”)
          that is
          required to be filed after the Closing Date, Buyers shall cause such Straddle
          Period Tax Return to be prepared and shall cause to be included in such
          Straddle
          Period Tax Return all Tax items required to be included therein. Buyers
          shall
          determine the Tax which would have been due with respect to the Straddle
          Period
          if such Straddle Period ended on the Closing Date (the “Pre-Closing
          Date Tax”). Not
          later
          than 45 days prior to the due date of each such Straddle Period Tax Return,
          Buyers shall deliver a copy of the Straddle Period Tax Return to Sellers
          for
          their review. If Sellers agree with the Straddle Period Tax Return, Sellers
          shall pay to Buyers an amount equal to the excess, if any, of the Pre-Closing
          Date Tax over the amount set up as a liability for such Tax in the Closing
          Statement not later than 5 days prior to the due date 


        
          
            
            

          

          
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        of
          the
          Straddle Period Tax Return. If, within 15 days of the receipt of the Straddle
          Period Tax Return, Sellers notify Buyers that they dispute the manner of
          preparation of the Straddle Period Tax Return or the amount of the Pre-Closing
          Date Tax, then Buyers and Sellers shall attempt to resolve their disagreement
          within the five-day period following Sellers’ notification to Buyers of such
          disagreement. If Buyers and Sellers are unable to resolve their disagreement,
          the dispute shall be submitted to a mutually agreed upon Accounting Firm,
          whose
          expense shall be borne equally by Buyers and Sellers, for resolution within
          20
          days of such submission. The decision of such accounting firm with respect
          to
          such dispute shall, absent manifest error, be binding upon Buyers and Sellers,
          and Sellers shall pay to Buyers an amount equal to the excess, if any,
          of the
          Pre-Closing Date Tax over the amount set up as a liability for such Tax
          in the
          Closing Statement as decided by such Accounting Firm not later than 5 days
          prior
          to the due date of the Straddle Period Tax Return. In the event of (i)
          any Tax
          Authority review of a Straddle Period Tax Return or (ii) any proposed audit,
          notice, proposed adjustment, assessment, claim, liability, or other potential
          tax proceeding relating to a Straddle Period Tax Return (each, a “Straddle
          Period Tax Claim”),
          Buyers
          and Sellers shall handle such review and/or Straddle Period Tax Claim on
          a joint
          basis and in a reasonable manner.  

        


        (d) Any
          Tax
          Return prepared pursuant to the provisions of this Section 7.2 shall be
          prepared
          in a manner consistent with practices followed in prior years with respect
          to
          similar Tax Returns, except as otherwise required by Law or fact.

        


        (e) Because
          Treasury Regulations section 301.6109-(1)(d)(2)(iii) requires that Buyers
          retain
          the Employer Identification Number of each Partnership Company, the following
          shall apply for purposes of (i) Tax Authority reviews of any Partnership
          Company
          Tax Return covering a taxable period ending on or prior to the Closing
          Date and
          (ii) any Pre-Closing Date Period Tax Claim; provided,
          however,
          that in
          the event that (A) a Pre-Closing Date Period Tax Claim is also an Indemnified
          Tax Claim, the provisions of Section 7.4 shall control and (B) a Pre-Closing
          Date Period Tax Claim could result in Tax liability to Buyers that is not
          an
          Indemnified Tax Claim, such Pre-Closing Date Period Tax Claim shall be
          handled
          on a joint basis in a reasonable manner. Buyers
          shall promptly notify Sellers of any written or oral notice that any applicable
          Tax Authority has proposed a review of any Partnership Company Tax Return
          for
          taxable periods ending on or prior to the Closing Date, and Buyers shall
          promptly send to Sellers a copy of any written notice or other document
          received
          by Buyers from any Tax Authority with respect to any Partnership Company
          Tax
          Return covering a taxable
          period ending on or prior to the Closing Date.
          Sellers
          shall have the sole and exclusive right to control, handle, dispose of,
          and/or
          settle any and all proposed audits, notices, proposed adjustments, assessments,
          claims, liabilities, or other potential tax proceedings relating to a Tax
          Return
          of any Partnership Company covering a taxable period ending on or prior
          to the
          Closing Date (“Pre-Closing
          Date Period Tax Claims”),
          and
          Buyers shall execute or cause to be executed any and all documents and
          forms
          (including, without limitation, powers of attorney) necessary to enable
          Sellers
          to carry out the provisions of this Section 7.2(e). Sellers shall have
          the sole
          right, at Sellers' cost, to select counsel and other tax professionals
          for any
          Pre-Closing Date Period Tax Claim; provided,
          however,
          that
          Buyers may monitor any such Pre-Closing Date Period Tax Claim and shall
          pay for
          any costs associated with such monitoring. Buyers and Sellers shall, and
          Buyers
          shall cause the Partnership Companies to, cooperate to the extent necessary
          to
          resolve any Pre-Closing Date Period Tax Claims. So long as Sellers have
          not
          agreed in writing to settle a Pre-Closing Date Period Tax Claim and a challenge
          of such Pre-Closing Date Period Tax Claim can continue (by 


        
          
            
            

          

          
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        any
          available means), neither Buyers, the Partnership Companies nor any of
          their
          respective representatives shall consent or otherwise agree to any element
          relating to such Pre-Closing Date Period Tax Claim. All positions taken
          herein
          by Sellers, Buyers and the Partnership Companies shall be in good faith.
          

        


        (f) Buyers
          and Sellers shall cooperate fully, and Buyers shall cause each of the
          Partnership Companies to cooperate fully, as and to the extent reasonably
          requested by the other Party, in connection with the preparation and filing
          of
          Tax Returns pursuant to this Section 7.2, any audit, litigation or other
          proceeding (each, a “Tax
          Proceeding”)
          with
          respect to Taxes and any Pre-Closing Date Period Tax Claims. Such cooperation
          shall include access to, the retention and (upon the other Party’s request) the
          provision of records and information which are reasonably relevant to any
          such
          Tax Return, Tax Proceeding or Pre-Closing Date Period Tax Claim, and making
          employees available on a mutually convenient basis to provide additional
          information and explanation of any material provided hereunder. Sellers
          will,
          and Buyers will and will cause the Partnership Companies to, retain all
          books
          and records with respect to Tax matters pertinent to the Partnership Companies
          relating to any taxable period beginning before the Closing Date until
          the
          earlier of six years after the Closing Date or the expiration of the applicable
          statute of limitations of the respective taxable periods, and to abide
          by all
          record retention agreements entered into with any Tax Authority. Buyers
          and
          Sellers each agree, upon request, to use Reasonable Efforts to obtain any
          certificate or other document from any Tax Authority or any other Person
          as may
          be necessary to mitigate, reduce or eliminate any Tax that could be imposed
          with
          respect to the transactions contemplated by this Agreement.

        


        (g) From
          and
          after the Closing Date, Buyers and their respective Affiliates (including
          the
          Partnership Companies) will not file any amended Tax Return or other adjustment
          request with respect to the Partnership Companies for taxable periods ending
          on
          or prior to the Closing Date without the prior written consent of
          Sellers.

         

        (h) Subject
          to the second sentence of this Section 7.2(h), Tax refunds of any kind
          relating
          to any taxable period ending (or treated as ending) on or prior to the
          Closing
          Date shall inure to the benefit of Sellers, and Buyers shall pay the full
          amount
          of any such refund (including interest thereon), net of any tax liability
          related to the receipt of such refund, to Sellers promptly upon receipt
          of such
          refund by Buyers. Buyers shall be entitled to any Tax refunds resulting
          from the
          carryback of any loss or credit arising in a taxable period beginning on
          or
          after the Closing Date except for Tax refunds for which Buyers were given
          credit
          as a reduction in Purchase Price to which Sellers shall be
          entitled.

        


        (i) At
          least
          30 days prior to the Closing, Sellers (or, at Buyers’ option, Buyers) shall
          prepare and deliver to the other Parties an allocation (the “Allocation”)
          of the
          Purchase Price (and all other capitalized costs) among the Assets of the
          Partnership Companies in accordance with Treasury Regulations section 1.755
          - 1
          (and any similar provision of state, local or foreign law, as appropriate).
          Within 45 days after the date the Purchase Price is finally determined
          pursuant
          to Section 2.5 hereof, Sellers and Buyers shall use their best efforts
          to agree
          to the final Allocation. If the Parties agree to such Allocation, as
          contemplated by the foregoing sentence, such Allocation shall be binding
          upon
          Sellers and Buyers. Further, Sellers, Buyers and their respective Affiliates
          shall then report, act, and file Tax Returns in all respects 


        
          
            
            

          

          
            52

            
              

            

          

          
            
            

          

        


        and
          for
          all purposes consistent with the Allocation and shall not take any position
          (whether in audits, Tax Returns or otherwise) that is inconsistent with
          the
          Allocation unless required to do so by applicable law. Buyers shall timely
          and
          properly prepare, execute, file and deliver all such documents, forms and
          other
          information as Sellers may reasonably request in their preparation of the
          Allocation.

        


        Section
          7.3  Transfer
          Taxes. Buyers
          shall be responsible for and indemnify Sellers for the payment of all state
          and
          local transfer, sales, use, stamp, registration or other similar Taxes
          resulting
          from the transactions contemplated by this Agreement.

        


        Section
          7.4  Tax
          Indemnity.

        


        (a)  Sellers
          shall be solely liable for, shall pay and shall protect, defend, indemnify
          and
          hold harmless (x) Buyers and any Person holding a direct or indirect interest
          in
          either Buyer that is required to include for Tax purposes on its Tax Return
          all
          or a portion of the income, gain, loss, deduction or credit of the Partnership
          Companies or the Buyers, and (y) the Partnership Companies from any and
          all
          Losses attributable to (i) any breach of any representation or warranty
          made by
          Sellers in Section 4.10 or any covenants and agreements made by Sellers
          in this
          Article VII and (ii) Taxes in excess of any liability for Taxes reflected
          on the
          Closing Statement which relate to or result from the income, business,
          property,
          status or operations of a Partnership Company prior to or on the Closing
          Date,
          or for which a Partnership Company is liable with respect to such period
          (whether pursuant to Treasury Regulations section 1.1502-6 or any similar
          state,
          local or foreign law or regulation, as a transferee or successor, by contract
          or
          otherwise). Buyers shall be solely liable for, shall pay and shall protect,
          defend, indemnify and hold harmless Sellers from any and all Taxes which
          relate
          to or result from the income, business, property, status or operations
          of the
          Partnership Companies after the Closing Date.

        


        (b)  If
          any
          claim (an “Indemnified
          Tax Claim”)
          is made
          by
          any Tax Authority that, if successful, would result in indemnification
          of any
          Party (the “Tax
          Indemnified Party”)
          or its
          Affiliate by another Party (the “Tax
          Indemnifying Party”)
          under
          this Section 7.4, the Tax Indemnified Party shall promptly, but in no event
          later than the earlier of (i) 45 days after receipt of notice from the
          Tax
          Authority of such claim or (ii) 15 days prior to the date required for
          the
          filing of any protest of such claim, notify the Tax Indemnifying Party
          in
          writing of such fact; provided,
          however, that
          the
          failure of the Tax Indemnified Party to so notify the Tax Indemnifying
          Party
          shall not relieve the Tax Indemnifying Party of its obligations hereunder,
          unless and only to the extent that such failure to notify prejudices the
          Tax
          Indemnifying Party.

        


        (c)  The
          Tax
          Indemnifying Party shall control all decisions with respect to any Tax
          Proceeding involving an Indemnified Tax Claim and the Tax Indemnified Party
          shall take such action (including settlement with respect to such Tax Proceeding
          or the prosecution of such Tax Proceeding to a determination in a court
          or other
          tribunal of initial or appellate jurisdiction) in connection with a Tax
          Proceeding involving an Indemnified Tax Claim as the Tax Indemnifying Party
          shall reasonably request in writing from time to time, including with respect
          to
          the selection of counsel and experts and the execution of powers of attorney;
          provided,
          however, that
          (i)
          within 30 days after the notice required by Section 7.4(b) has been



        
          
            
            

          

          
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        delivered
          (or such earlier date that any payment of Taxes with respect to such claim
          is
          due but in no event sooner than five days after the Tax Indemnifying Party’s
          receipt of such notice), the Tax Indemnifying Party requests that such
          claim be
          contested and (ii) if the Tax Indemnified Party is requested by the Tax
          Indemnifying Party to pay the Tax claimed and sue for a refund, the Tax
          Indemnifying Party shall have advanced to the Tax Indemnified Party, on
          an
          interest-free basis, the amount of such claim. The Tax Indemnified Party
          shall
          not make any payment of an Indemnified Tax Claim for at least 30 days (or
          such
          shorter period as may be required by applicable law) after the giving of
          the
          notice required by Section 7.4(b) with respect to such claim, shall give
          to the
          Tax Indemnifying Party any information requested related to such claim,
          and
          otherwise shall cooperate with the Tax Indemnifying Party in order to contest
          effectively any such claim. Notwithstanding the foregoing, the Parties
          shall
          jointly control all decisions with respect to any Tax Proceeding which,
          in the
          event of an adverse determination, may result in each Party having
          responsibility for an amount of Taxes hereunder.

        


        (d)
           No
          claim
          for indemnity for any Losses or Taxes relating to any single Tax Return
          or any
          single item or group of related items shall be permitted pursuant to this
          Section 7.4 if such claim is for less than $10,000.

        


        Section
          7.5  Scope.
           Notwithstanding
          anything to the contrary herein, this Article VII shall be the exclusive
          remedy
          for any claims relating to Taxes (including any claims relating to
          representations and warranties respecting Tax matters). The rights hereunder
          relating to Taxes shall survive the Closing until 30 days after the expiration
          of the statute of limitations (including extensions) applicable to such
          Tax
          matter. No claim may be made or brought by any Party hereto after the expiration
          of the applicable survival period unless such claim has been asserted by
          written
          notice specifying the details supporting the claim on or prior to the expiration
          of the applicable survival period.

        


        ARTICLE
          VIII

        CONDITIONS
          TO OBLIGATIONS

        


        Section
          8.1  Conditions
          to Obligations of Buyers. The
          obligation of Buyers to consummate the transactions contemplated by this
          Agreement is subject to the satisfaction of the following conditions, any
          one or
          more of which may be waived in writing by Buyers:

        


        (a)  The
          Buyer
          Approvals and the Seller Approvals shall have been duly made, given or
          obtained
          and shall be in full force and effect, and all applicable waiting periods
          (and
          any extensions thereof) under the HSR Act shall have expired or otherwise
          been
          terminated;

        


        (b)  The
          representations and warranties of Sellers contained in this Agreement that
          are
          qualified by materiality (whether by reference to the terms “material,”“Material
          Adverse Effect,” any other dollar threshold amount or otherwise) and the
          representations and warranties of Sellers contained in Sections 3.2 and
          3.6
          shall be true and correct in all respects as of the date of this Agreement
          and
          as of the Closing, as if made at and as of that time (other than such
          representations and warranties that 


        
          
            
            

          

          
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        expressly
          address matters only as of a certain date, which need only be true as of
          such
          certain date), and the representations and warranties of Sellers contained
          in
          this Agreement that are not so qualified by materiality (whether by reference
          to
          the terms “material,”“Material Adverse Effect,” any other dollar threshold
          amount or otherwise) shall be true and correct in all material respects
          as of
          the date of this Agreement and as of the Closing, as if made at and as
          of that
          time (other than such representations and warranties that expressly address
          matters only as of a certain date, which need only be true as of such certain
          date);

        


        (c)  Sellers
          shall have performed or complied in all material respects with all of the
          covenants and agreements required by this Agreement to be performed or
          complied
          with by them at or before the Closing;

        


        (d) Sellers
          shall have delivered to Buyers a certificate from an officer of SRCG Genpar
          GP,
          L.L.C., a Delaware limited liability company and general partner of Genpar
          (“Genpar
          GP”),
          dated
          as of the Closing Date, certifying that the conditions specified in Section
          8.1(b) and 8.1(c) have been fulfilled;

        


        (e) Sellers
          shall have delivered to Buyers a certificate from the Secretary of Genpar
          GP,
          dated as of the Closing Date, attaching and certifying the Organizational
          Documents and authorizing resolutions of each Seller and certifying the
          incumbency and signatures of the persons signing this Agreement and the
          other
          agreements contemplated hereby;

        


        (f) Sellers
          shall have delivered to Buyers a certificate from the Secretary or other
          authorized Person of each Partnership Company, each dated as of the Closing
          Date, attaching and certifying the Organizational Documents and authorizing
          resolutions, if any, of each Partnership Company;

        


        (g) Sellers
          shall have delivered to Buyers a good standing certificate or certificate
          of
          existence, as applicable, of recent date for each of the Partnership Companies
          and for each Seller from their state of organization or
          incorporation;

        


        (h) Sellers
          or Sellers’ Affiliate, as applicable, shall have executed and delivered a lease
          with respect to the Partnership Companies’ Ft. Worth headquarters location, on
          terms and conditions mutually satisfactory to the Parties;

        


        (i) There
          shall not be in force any Law, preliminary or permanent injunction, judgment,
          order, decree, ruling, or charge restraining or prohibiting the consummation
          of
          the transactions contemplated by this Agreement or any investigation, suit,
          action or proceeding pending or threatened by any Governmental Authority
          or
          other Person seeking to enjoin or restrain consummation of the transactions
          contemplated hereby or to recover damages in connection therewith; 

        


        (j) Sellers
          shall have delivered to Buyers (i) a payoff letter from each lender or
          secured
          party, in form and substance reasonably acceptable to Buyers and its lenders
          and
          in proper form for filing, if applicable, providing that upon receipt by
          or on
          behalf 


        
          
            
            

          

          
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        of
          Sellers of the amount specified in such payoff letters, (a) all guarantees,
          security agreements and other financing documents to which SRES, REM and
          Leapartners, their respective subsidiaries are a party or are otherwise
          obligated or their respective property is encumbered are fully and finally
          terminated, (b) all Liens relating thereto are released without further
          action
          and (c) Buyers are authorized to file releases and termination statements
          to
          effectuate such release, (ii) completed UCC-3 termination statements for
          any UCC
          financing statements or other UCC Liens identified on Schedule
          4.16(a)
          (other
          than Permitted Liens), each in a proper form for filing and in form and
          substance satisfactory to Buyers and its lenders, (iii) fully executed
          and
          acknowledged releases with respect to any mortgage, deed of trust or similar
          instrument identified on Schedule
          4.16(a)
          (other
          than Permitted Liens), each in form and substance satisfactory to Buyers
          and its
          lenders, and (iv) evidence, reasonably satisfactory to Buyers, of the expiration
          or termination, in each case at Sellers’ expense, of any commodity positions
          specified in Section 6.7(d);

        


        (k) Sellers
          shall have delivered to Buyers an engagement letter, in form and substance
          satisfactory to Buyers, with KPMG LLP for auditing services associated
          with the
          fiscal year of the Partnership Companies ending December 31, 2005, provided
          that
          the fees associated with such auditing services shall be payable by
          Sellers;

        


        (l) each
          of
          the officers of the Partnership Companies listed in Schedule
          8.1(l)
          shall
          have executed and delivered to Buyers a retention agreement substantially
          in the
          form attached hereto as Exhibit 8.1(l);

        


        (m) insurers
          reasonably acceptable to Buyers shall have committed to enter into an
          environmental insurance policy, at Buyers’ cost, covering the assets of the
          Partnership Companies having a term of at least five years from the Closing
          Date, the terms set forth on Schedule
          8.1(m)
          and on
          such other terms as are reasonably satisfactory to Buyers; 

        


        (n) the
          Sellers shall have executed and delivered a Transition Services Agreement
          in
          form and substance mutually acceptable to the Parties, which agreement
          shall, at
          a minimum, include the terms and conditions set forth on Exhibit
          8.1(n);

        


        (o) Sellers
          shall have delivered written resignations or evidence of removal of each
          of the
          directors and officers of the Partnership Companies, except as otherwise
          specified by Buyers.

        


        Section
          8.2  Conditions
          to the Obligations of Sellers. The
          obligation of Sellers to consummate the transactions contemplated by this
          Agreement is subject to the satisfaction of the following conditions, any
          one or
          more of which may be waived in writing by Sellers:

        


        (a)  The
          Seller Approvals and the Buyer Approvals shall have been duly made, given
          or
          obtained and shall be in full force and effect, and all applicable waiting
          periods (and any extensions thereof) under the HSR Act shall have expired
          or
          otherwise been terminated;


        
          
            
            

          

          
            56

            
              

            

          

          
            
            

          

        


        


        


        (b)  All
          of
          the representations and warranties of Buyers contained in this Agreement
          shall
          be true and correct in all respects as of the date of this Agreement and
          as of
          the Closing, as if made anew at and as of that time (other than such
          representations and warranties that expressly address matters only as of
          a
          certain date, which need only be true as of such certain date), except
          where the
          failure to be so true would not, individually or in the aggregate, reasonably
          be
          expected to have a Material Adverse Effect on the ability of Buyers to
          consummate the Closing;

        


        (c)  Buyers
          shall have performed or complied with all of the covenants and agreements
          required by this Agreement to be performed or complied with by Buyers on
          or
          before the Closing, except where the failure to perform or comply would
          not
          reasonably be expected to have a Material Adverse Effect on the ability
          of
          Buyers to consummate the Closing;

        


        (d)  Each
          Buyer shall have delivered to Sellers a certificate from an officer of
          such
          Buyer, dated the Closing Date, certifying that the conditions specified
          in
          Section 8.2(b) and 8.2(c) have been fulfilled;

        


        (e)  Each
          Buyer shall have delivered to Sellers a certificate from the Secretary
          of such
          Buyer dated as of the Closing Date attaching and certifying the Organizational
          Documents and authorizing resolutions of such Buyer and certifying the
          incumbency and signatures of the persons signing this Agreement and the
          other
          agreements contemplated hereby;

        


        (f)  Each
          Buyer shall have delivered to Sellers a good standing certificate of recent
          date
          for such Buyer from its state of organization; and

        


        (g)  There
          shall not be in force any Law, injunction, judgment, order, decree, ruling,
          or
          charge restraining or prohibiting the consummation of the transactions
          contemplated by this Agreement or any investigation, suit, action or proceeding
          pending or threatened by any Governmental Authority or other Person seeking
          to
          enjoin or restrain consummation of the transactions contemplated hereby
          or to
          recover damages in connection therewith.

        


        


        ARTICLE
          IX

        INDEMNIFICATION

        


        Section
          9.1  Survival.
          The
          representations and warranties of the Parties contained in this Agreement
          or in
          any certificates or other writing delivered pursuant to this Agreement
          or in
          connection with this Agreement will survive the Closing for a period of
          twelve
          months following the Closing Date; provided,
          however,
          that
          (a) the representations and warranties contained in Sections 3.2, 3.5,
          3.6, 4.9,
          5.2 and 5.5 will survive the Closing indefinitely, (b) the representations
          and
          warranties contained in Section 4.10 will survive the Closing in accordance
          with
          the provisions of Article VII 


        
          
            
            

          

          
            57

            
              

            

          

          
            
            

          

        


        hereof,
          (c) the representations and warranties contained in Section 4.11 shall
          survive
          the Closing for a period of three years following the Closing Date, and
          (d) the
          representations and warranties and certifications contained in the certificates
          delivered pursuant to Sections 8.1(d) and 8.2(d) shall survive for the
          same
          duration that the representations and warranties to which they are applicable
          survive. Unless otherwise expressly provided herein, all covenants, agreements
          and obligations made by any party hereunder which are to be performed on
          or
          prior to the Closing Date shall expire at the Closing, and all covenants,
          agreements and obligations made by any party hereunder which are to be
          performed
          after the Closing Date shall survive in accordance with their terms until
          the
          applicable statute of limitations therefor has expired with respect to
          any
          breach thereof. Any right of indemnification or reimbursement pursuant
          to this
          Article IX with respect to a claimed breach, inaccuracy or non-fulfillment
          of
          any representation, warranty, covenant, agreement or obligation shall expire
          on
          the applicable date of termination of the representation, warranty, covenant,
          agreement or obligation claimed to be breached as set forth in Section
          9.2(a) or
          9.2(b) (provided,
          however,
          that a
          Party may make a claim for indemnification for a breach of any covenant
          that
          expires on the Closing Date until one year after the Closing Date) (the
          “Expiration
          Date”),
          unless
          on or prior to the applicable Expiration Date, the Indemnifying Party has
          received written notice from the Indemnified Party of such breach, inaccuracy
          or
          non-fulfillment, in which case the Indemnified Party may continue to pursue
          its
          right of indemnification or reimbursement hereunder beyond the Expiration
          Date
          of the applicable representation, warranty, covenant, agreement or obligation.
          

        


        Section
          9.2 Indemnification.

        


        (a) Subject
          to the provisions of this Article IX (including, without limitation, the
          provisions of Section 9.4 hereof), from and after the Closing, Sellers
          shall
          indemnify, defend and hold harmless Buyers, Buyers’ Affiliates (including the
          Partnership Companies from and after the Closing) and their respective
          Representatives and their respective successors and permitted assigns (the
          “Buyer
          Indemnified Parties”) from
          and
          against all Losses incurred or suffered by them as a result of, relating
          to or
          arising out of (i) any breach of or any inaccuracy in any representation
          or
          warranty of Sellers contained in Sections 3.2 or 3.6 of this Agreement
          as of the
          date hereof or as of the Closing Date or in any certificates delivered
          pursuant
          to or in connection with this Agreement, (ii) any breach of or any
          inaccuracy in any representation or warranty of Sellers contained in Article
          III
          (other than Sections 3.2 or 3.6) or Article IV of this Agreement as of the
          date hereof or as of the Closing Date, (iii) any breach of or failure by
          Sellers
          to perform any covenant or obligation of Sellers contained in this Agreement,
          and (iv) assets or lines of business that have been sold, transferred,
          relinquished or abandoned by the Partnership Companies, including assets
          that
          have reverted to landowner ownership, as of the Closing Date. For purposes
          of
          Section 9.2(a)(ii), in determining whether the Sellers have breached any of
          their representations and warranties contained in Article III or IV, all
          qualifications of such representations and warranties by materiality (whether
          by
          reference to the terms “material,”“Material Adverse Effect” or any threshold
          amount or otherwise) shall be disregarded.

        


        (b) Subject
          to the provisions of this Article IX, from and after the Closing, Buyers
          shall
          indemnify, defend and hold harmless Sellers, their respective Affiliates,
          their
          respective Representatives and their respective permitted successors and
          assigns
          (the “Seller
          Indemnified Parties”)
          from
          and against all Losses incurred or suffered by them as a result of, relating
          to
          or 


        
          
            
            

          

          
            58

            
              

            

          

          
            
            

          

        


        arising
          out of (i) any breach of or any inaccuracy in any representation or warranty
          of
          Buyers contained in this Agreement as of the date hereof or as of the Closing
          Date or in any certificates delivered pursuant to or in connection with
          this
          Agreement, (ii) any breach of or failure by Buyers to perform any covenant
          or
          obligation of Buyers contained in this Agreement and (iii) the businesses
          and
          operations of the Partnership Companies (whether relating to periods prior
          to or
          after the Closing Date) to the extent such Losses (A) arise out of a matter
          for
          which a Partnership Company has liability, (B) are not subject to the provisions
          of Section 9.2(a) hereof or any other provision of this Agreement that
          requires
          the Sellers to assume such liability or indemnify Buyers or the Partnership
          Companies for such liability and (C) are not the subject of a written notice
          delivered by the Buyer Indemnified Parties in accordance with, and by the
          date
          specified in, Section 9.1.

        


        Section
          9.3 Indemnification
          Procedures. Claims
          for indemnification under this Agreement (other than claims involving a
          Tax
          Proceeding, the procedures for which are set forth in Article VII) shall
          be
          asserted and resolved as follows:

        


        (a) If
          any
          Person who or which is entitled to seek indemnification under Section 9.2
          (an
“Indemnified
          Party”)
          receives notice of the assertion or commencement of any claim, demand,
          action,
          suit or proceeding made or brought by any third party (a “Third
          Party Claim”)
          against
          such Indemnified Party with respect to which the Person against whom or
          which
          such indemnification is being sought (an “Indemnifying
          Party”)
          is
          obligated to provide indemnification under this Agreement, the Indemnified
          Party
          will give such Indemnifying Party reasonably prompt written notice thereof,
          but
          in any event not later than 30 days after receipt of such written notice
          of such
          Third Party Claim. Such notice by the Indemnified Party will describe the
          Third
          Party Claim in reasonable detail, will include copies of all available
          material
          written evidence thereof and will indicate the estimated amount, if reasonably
          practicable, of the Losses that have been or may be sustained by the Indemnified
          Party. The Indemnifying Party will have the right to participate in, or,
          by
          giving written notice to the Indemnified Party, to assume, the defense
          of any
          Third Party Claim at such Indemnifying Party’s own expense and by such
          Indemnifying Party’s own counsel (reasonably satisfactory to the Indemnified
          Party), and the Indemnified Party will cooperate in good faith in such
          defense.

        


        (b) If,
          within 10 days after giving notice of a Third Party Claim to an Indemnifying
          Party pursuant to Section 9.3(a), an Indemnified Party receives written
          notice
          from the Indemnifying Party that the Indemnifying Party has elected to
          assume
          the defense of such Third Party Claim as provided in the last sentence
          of
          Section 9.3(a), the Indemnifying Party will not be liable for any legal
          expenses
          subsequently incurred by the Indemnified Party in connection with the defense
          thereof; provided,
          however,
          that
          (i) if the Indemnifying Party fails to take reasonable steps necessary
          to defend
          diligently such Third Party Claim within 10 days after receiving written
          notice
          from the Indemnified Party that the Indemnified Party believes the Indemnifying
          Party has failed to take such steps or if the Indemnifying Party has not
          undertaken fully to indemnify the Indemnified Party in respect of all Losses
          relating to the matter, the Indemnified Party may assume its own defense,
          and
          the Indemnifying Party will be liable for all 


        
          
            
            

          

          
            59

            
              

            

          

          
            
            

          

        


        reasonable
          costs and expenses paid or incurred in connection therewith and (ii) the
          Indemnified Party may employ separate counsel, and the Indemnifying Party
          will
          bear the expenses of such separate counsel, if in the written opinion of
          counsel
          to the Indemnified Party use of counsel of the Indemnifying Party’s choice would
          be expected to give rise to a conflict of interest. Without the prior written
          consent of the Indemnified Party, the Indemnifying Party will not enter
          into any
          settlement of any Third Party Claim that would lead to loss, liability
          or create
          any financial or other obligation on the part of the Indemnified Party
          for which
          the Indemnified Party is not entitled to indemnification hereunder, or
          which
          provides for injunctive or other non-monetary relief applicable to the
          Indemnified Party, or does not include an unconditional release of all
          Indemnified Parties.

        


        (c) Any
          claim
          by an Indemnified Party on account of Losses that do not result from a
          Third
          Party Claim (a “Direct
          Claim”)
          will be
          asserted by giving the Indemnifying Party reasonably prompt written notice
          thereof, but in any event not later than 30 days after the Indemnified
          Party
          becomes aware of such Direct Claim. Such notice by the Indemnified Party
          will
          describe the Direct Claim in reasonable detail, will include copies of
          all
          available material written evidence thereof and will indicate the estimated
          amount, if reasonably practicable, of Losses that has been or may be sustained
          by the Indemnified Party. The Indemnifying Party will have a period of
          five
          Business Days within which to respond in writing to such Direct Claim.
          If the
          Indemnifying Party does not so respond within such five Business Day period,
          the
          Indemnifying Party will be deemed to have rejected such claim, in which
          event
          the Indemnified Party will be free to pursue such remedies as may be available
          to the Indemnified Party on the terms and subject to the provisions of
          this
          Agreement.

        


        (d) A
          failure
          to give timely notice or to include any specified information in any notice
          as
          provided in Section 9.3(a), 9.3(b) or 9.3(c) will not affect the rights
          or
          obligations of any party hereunder, except and only to the extent that,
          as a
          result of such failure, any party that was entitled to receive such notice
          was
          materially prejudiced as a result of such failure.

        


        (e) Notwithstanding
          anything contained herein to the contrary, the amount of any Losses incurred
          or
          suffered by any Indemnified Person shall be calculated after giving effect
          to
          (i) any insurance proceeds (net of any premiums paid or costs incurred
          in
          connection therewith) received by the Indemnified Person (or any of its
          Affiliates) with respect to such Losses, (ii) any net Tax Benefit actually
          and
          currently realized by the Indemnified Person (or any of its Affiliates)
          arising
          from the facts or circumstances giving rise to such Losses and (iii) any
          indemnification or reimbursement payments or other recoveries obtained
          by the
          Indemnified Person (or any of its Affiliates) from any other third party
          with
          respect to such Losses. Each Indemnified Person shall exercise Reasonable
          Efforts to obtain such proceeds, benefits, payments and recoveries. If
          any such
          proceeds, benefits, payments or recoveries are received by an Indemnified
          Person
          (or any of its Affiliates) with respect to any Losses after an Indemnifying
          Person has made a payment to the Indemnified Person with respect thereto,
          the
          Indemnified Person (or such Affiliate) shall pay to the Indemnifying Person
          the
          amount of such proceeds, benefits, payments or recoveries (up to the amount
          of
          the Indemnifying Person's 


        
          
            
            

          

          
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        payment).
          An indemnified party shall use reasonable efforts to mitigate damages in
          respect
          of any claim for which it is seeking indemnification.

        


        (f) Upon
          making any payment to an Indemnified Person in respect of any Losses, the
          Indemnifying Person will, to the extent of such payment, be subrogated
          to all
          rights of the Indemnified Person (and its Affiliates) against any third
          party in
          respect of the Losses to which such payment relates. Such Indemnified Person
          (and its Affiliates) and Indemnifying Person will execute upon request
          all
          instruments reasonably necessary to evidence or further perfect such subrogation
          rights.

        


        (g) In
          the
          event an Indemnified Party shall recover Losses in respect of a claim of
          indemnification under this Article IX, no other Indemnified Party shall
          be
          entitled to recover the same Losses in respect of a claim for
          indemnification.

        


        Section
          9.4 Limitations
          on Liability of Sellers. Notwithstanding
          anything to the contrary herein, Sellers’ obligations to indemnify the Buyer
          Indemnified Parties pursuant to Section 9.2(a)(ii) hereof shall be subject
          to
          the following limitations:

        


        (a)  A
          breach
          of any representation, warranty or covenant of Sellers in this Agreement
          in
          connection with any single item or group of related items that results
          in Losses
          of less than $100,000 shall be deemed, for all purposes of this Article
          IX, not
          to be a breach of such representation, warranty or covenant, and therefore
          shall
          not be applied towards the Threshold Amount or be indemnifiable
          hereunder.

        


        (b)  Sellers
          shall have no liability arising out of or relating to Section 9.2(a)(ii)
          until
          the aggregate amount of all such Losses actually incurred by the Buyer
          Indemnified Parties thereunder exceeds an amount equal to 1% of the Purchase
          Price (the “Threshold
          Amount”),
          in
          which event Sellers’ indemnity obligations shall apply to Losses actually
          incurred in excess of the Threshold Amount (subject to the maximum liability
          provided for in subsection (c) below); provided, however, that in respect
          of
          Losses incurred or suffered by the Buyer Indemnified Parties as a result
          of,
          relating to or arising out of any breach of the representations and warranties
          contained in Section 4.11, the Threshold Amount shall be deemed to be
          $5,000,000.

        


        (c)  In
          no
          event shall Sellers’ aggregate liability arising out of or relating to Section
          9.2(a)(ii) exceed 10% of the Purchase Price (the “Cap
          Amount”),
          and
          each Buyer Indemnified Party waives and releases and shall have no recourse
          against Sellers pursuant to Section 9.2(a)(ii) in excess of such Cap
          Amount.

        


        (d)  No
          Buyer
          Indemnified Party shall be entitled to indemnification under Section 9.2(a)(ii)
          to the extent Buyers have otherwise been compensated by reasons of adjustments
          (pursuant to Section 2.5) in the calculation of the Purchase Price relative
          to
          what it would have been absent such Loss.

        


        Section
          9.5 Waiver
          of Other Representations.


        
          
            
            

          

          
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        (a)  NOTWITHSTANDING
          ANYTHING TO THE CONTRARY HEREIN, IT IS THE EXPLICIT INTENT OF EACH PARTY
          HERETO,
          AND THE PARTIES HEREBY AGREE, THAT NONE OF THE SELLERS OR ANY OF THEIR
          RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY
          REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL,
          INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION,
          MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE
          WITH
          RESPECT TO THE PURCHASED INTERESTS, THE PARTNERSHIP COMPANIES, THEIR ASSETS,
          OR
          ANY PART THEREOF, EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED
          IN THIS
          AGREEMENT, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLERS MAKE
          NO
          REPRESENTATION OR WARRANTY TO BUYERS WITH RESPECT TO ANY FINANCIAL PROJECTIONS
          OR FORECASTS RELATING TO THE PARTNERSHIP COMPANIES.

        


        (b)  EXCEPT
          AS
          OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLERS’ INTERESTS IN THE PARTNERSHIP
          COMPANIES AND THEIR ASSETS ARE BEING TRANSFERRED THROUGH THE SALE OF THE
          PURCHASED INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND, EXCEPT AS OTHERWISE
          EXPRESSLY PROVIDED HEREIN, SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS
          OR
          WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION,
          VALUE
          OR QUALITY OF THE PARTNERSHIP COMPANIES AND THEIR ASSETS OR THE PROSPECTS
          (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE PARTNERSHIP
          COMPANIES
          AND THEIR ASSETS.

        


        (c)  Buyers
          acknowledge and agree that none of Sellers, their Affiliates, any of their
          Representatives and any other Person has made any representation or warranty,
          express or implied, as to the accuracy or completeness of any memoranda,
          charts,
          summaries or schedules heretofore made available by Sellers, their Affiliates
          or
          their Representatives to Buyers, any of their Affiliates or their
          Representatives (including, without limitation, the Executive Summary dated
          May
          2005 prepared by Lehman Brothers, Inc.) or any information that is not
          included
          in this Agreement or the Disclosure Schedule, and none of Sellers, their
          Affiliates, any of their Representatives nor any other Person will have
          or be
          subject to any liability to Buyers, any of their Affiliates or their
          Representatives resulting from the distribution of any such information
          to, or
          the use of any such information by, Buyers, any of their Affiliates or
          any of
          their agents, consultants, accountants, counsel or other
          Representatives.

        


        (d) The
          representations and warranties contained in Section 4.11 shall be the exclusive
          representations and warranties with regard to Environmental Laws and related
          matters.

        


        Section
          9.6 Purchase
          Price Adjustment. The
          Parties agree to treat all payments made pursuant to this Article IX as
          adjustments to the Purchase Price for Tax purposes. 


        
          
            
            

          

          
            62

            
              

            

          

          
            
            

          

        


        


        Section
          9.7 Exclusive
          Remedy.
          Except
          for the indemnification provisions set forth in Article VII hereof, the
          right of
          indemnification set forth in this Article IX (subject to all limitations
          provided for herein) shall be the sole and exclusive remedy of the Parties
          and
          all Indemnified Parties under or by reason of this Agreement (including
          for any
          breach of any representation, warranty, covenant or agreement set forth
          in this
          Agreement) and each Party covenants and agrees not to seek or assert any
          other
          remedy following the Closing; provided,
          however,
          that the
          foregoing shall not limit the right of any Party to seek any equitable
          remedy
          available to enforce the rights of such Party under this Agreement.

        


        Section
          9.8 Waiver
          of Consequential Damages.
          NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NO PARTY SHALL BE LIABLE
          FOR
          PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT,
          TORT,
          STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM
          ANY
          OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER
          FAULT.

        


        Section
          9.9 Tax
          Indemnity.
          Notwithstanding anything in this Article IX to the contrary, all Losses
          relating
          to Taxes which are the subject of Article VII shall only be subject to
          indemnification under Article VII.

        


        Section
          9.10 Security.
          Until
          the third anniversary of the Closing Date, Sellers shall provide security
          to
          Buyers in the form of a letter of credit, in form and substance reasonably
          satisfactory to Buyers, in an initial amount equal to the Cap Amount (such
          amount to be reduced by the amount of any payments made by Sellers in respect
          of
          their indemnification obligations under this Article IX) for the purpose
          of
          satisfying claims by Buyers for indemnification under this Article IX.
          After
          such third anniversary, in the event that Buyers shall have submitted to
          Sellers, prior to such third anniversary, written notice of a claimed breach,
          inaccuracy or non-fulfillment of any representation, warranty, covenant,
          agreement or obligation, Sellers shall provide such further security to
          Buyers
          (in the form of a bond, letter of credit or other means reasonably acceptable
          to
          Buyers) in an amount equal to the lesser of the Cap Amount and the amount
          of the
          Loss in question. 

        


        


        ARTICLE
          X

        TERMINATION

        


        Section
          10.1  Termination.
          At
          any
          time prior to the Closing, this Agreement may be terminated and the transactions
          contemplated hereby abandoned:

        


        (a)  by
          the
          mutual consent of Buyers and Sellers as evidenced in writing signed by
          each of
          Buyers and Sellers;


        
          
            
            

          

          
            63

            
              

            

          

          
            
            

          

        


        


        (b)  by
          Buyers, if there has been a material breach by Sellers of any representation,
          warranty or covenant contained in this Agreement which has prevented the
          satisfaction of any condition to the obligations of Buyers at the Closing
          and,
          if such breach is of a character that it is capable of being cured, such
          breach
          has not been cured by Sellers within 30 days after written notice thereof
          from
          Buyers;

        


        (c)  by
          Sellers, if there has been a material breach by Buyers of any representation,
          warranty or covenant contained in this Agreement which has prevented the
          satisfaction of any condition to the obligations of Sellers at the Closing
          and,
          if such breach is of a character that it is capable of being cured, such
          breach
          has not been cured by Buyers within 30 days after written notice thereof
          from
          Sellers;

        


        (d)  by
          either
          Buyers or Sellers if any Governmental Authority having competent jurisdiction
          has issued a final, non-appealable order, decree, ruling or injunction
          (other
          than a temporary restraining order) or taken any other action permanently
          restraining, enjoining or otherwise prohibiting the transactions contemplated
          by
          this Agreement; or

        


        (e) by
          either
          Buyers or Sellers, if the Closing has not occurred on or before March 1,
          2006
          (provided that if the Closing shall not have occurred by such date solely
          as a
          result of the conditions relating to the HSR Act set forth in either Section
          8.1(a) or 8.2(a) not being satisfied, such date shall be extended to June
          30,
          2006), or such later date as the Parties may agree upon.

        


        Section
          10.2  Effect
          of Termination. In
          the
          event of the termination of this Agreement pursuant to Section 10.1, this
          Agreement, except for the provisions of Section 6.2(b), Section 6.15, this
          Section 10.2 and all of Article XI, shall become void and have no effect,
          without any liability on the part of any Party hereto or its directors,
          officers, managers, members or partners; provided,
          however,
          that
          (i) nothing in this Section 10.2 shall relieve any Party hereto of liability
          for
          a material breach of any of its obligations under this Agreement or a material
          breach of any of its representations and warranties hereunder and (ii)
          all
          filings, applications and other submissions made pursuant to this Agreement,
          to
          the extent practicable, shall be withdrawn from the agency or other Person
          to
          which they were made or appropriately amended to reflect the termination
          of the
          transactions contemplated hereby. If it shall be judicially determined
          that
          termination of this Agreement was caused by an intentional breach of this
          Agreement, then, in addition to other remedies at law or equity for breach
          of
          this Agreement, the Party so found to have intentionally breached this
          Agreement
          shall indemnify and hold harmless the other Parties hereto for their respective
          out-of-pocket costs, including the fees and expenses of their counsel,
          accountants, financial advisors and other experts and advisors, as well
          as fees
          and expenses incident to the negotiation, preparation and execution of
          this
          Agreement and related documentation. The Confidentiality Agreement shall
          not be
          affected by a termination of this Agreement.


        
          
            
            

          

          
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        ARTICLE
          XI

        MISCELLANEOUS

        


        Section
          11.1 Notices.
          All
          demands, notices, consents, approvals, reports, requests and other
          communications hereunder must be in writing and shall be considered duly
          delivered if personally delivered, mailed by certified mail with postage
          prepaid
          (return receipt requested), sent by messenger or nationally recognized
          overnight
          courier service, or sent by facsimile to the addresses of the Parties as
          follows:

        


        (a) If
          to LP
          Interest Buyer, to:

         

        Southern
          Union Gathering LLC

        5444
          Westheimer Road

        Houston,
          TX 77056

        Attn:
          Monica M. Gaudiosi, Esq.

        Telecopy:
          713/989-1213

         

        with
          a
          copy to:

         

        Fleischman
          and Walsh, LLP

        1919
          Pennsylvania Avenue, NW, Suite 600

        Washington,
          DC 20006

        Attn:
          Seth Warner, Esq. 

        Telecopy:
          202/265-5706

        


        (b) If
          to GP
          Interest Buyer, to:

         

        Southern
          Union Panhandle LLC

        5444
          Westheimer Road

        Houston,
          TX 77056

        Attn:
          Monica M. Gaudiosi, Esq.

        Telecopy:
          713/989-1213

        


        with
          a
          copy to:

        Fleischman
          and Walsh, LLP

        1919
          Pennsylvania Avenue, NW, Suite 600

        Washington,
          DC 20006

        Attn:
          Seth Warner, Esq.

        Telecopy:
          202/265-5706

        


        (c)If
          to
          SRCG, to:

        


        SRCG,
          Ltd.

        201
          Main
          Street, Suite 3000

        Fort
          Worth, Texas 76102

        Attention:
          William O. Reimann

        Telecopy:
          (817) 339-7286


        
          
            
            

          

          
            65

            
              

            

          

          
            
            

          

        


        


        with
          a
          copy to:

        


        Kelly,
          Hart & Hallman, P.C.

        201
          Main
          Street, Suite 2500

        Fort
          Worth, Texas 76102

        Attention:
          Thomas W. Briggs, Esq.

        Robin
          B.
          Connor, Esq.

        Telecopy:
          (817) 878-9721

        


        (d) If
          to
          Genpar, to:

        


        SRCG
          Genpar, L.P.

        201
          Main
          Street, Suite 3000

        Fort
          Worth, Texas 76102

        Attention:
          William O. Reimann

        Telecopy:
          (817) 339-7286

        


        


         with
          a
          copy to:

        


        Kelly,
          Hart & Hallman, P.C.

        201
          Main
          Street, Suite 2500

        Fort
          Worth, Texas 76102

        Attention:
          Thomas W. Briggs, Esq.

        Robin
          B.
          Connor, Esq.

        Telecopy:
          (817) 878-9721

        


        or
          to
          such other address or addresses as a Party may from time to time designate
          by
          written notice to the other Parties in the manner in this Section 11.1.
          Notice
          by mail shall be deemed to have been duly given and received on the third
          day
          after posting. Notice by messenger, nationally recognized overnight courier
          service, facsimile transmission or personal delivery shall be deemed given
          on
          the date of actual delivery.

        


        Section
          11.2  Assignment.
          

        


        (a) Except
          as
          set forth in Section 11.2(b), no Party may assign this Agreement or any
          part of
          its rights or obligations hereunder without the prior written consent of
          the
          other Parties. Any attempted assignment in violation of this Section 11.2
          shall
          be null and void. 

        


        (b) Buyers
          shall have the right to structure this transaction so that it qualifies,
          in
          whole or in part, under the exchange provisions of Section 1031 of the
          Code. In
          the event Buyers elect to structure this transaction so that it qualifies
          under
          such provisions, Sellers shall cooperate with Buyers at no cost or liability
          to
          Sellers in connection with efforts to effect the exchange transaction,
          including
          any reasonable use of a “qualified intermediary” or an “exchange accommodation
          titleholder” within the meaning of the United States Treasury Regulations and
          related authority (collectively, the “Qualified
          Intermediary”).
          In
          order to 


        
          
            
            

          

          
            66

            
              

            

          

          
            
            

          

        


        implement
          such structure, (i) Buyers may, upon written notice to Sellers, assign
          all or
          part of their rights under this Agreement to a third party designated by
          Buyers
          to act as a Qualified Intermediary; (ii) Sellers shall, and hereby agree
          to,
          acknowledge such assignment in writing and to accept payment of all or
          a portion
          of the Purchase Price from the Qualified Intermediary; and (iii) at Closing,
          Sellers shall convey the Purchased Interests directly to Buyers, Buyers'
          designee, or the Qualified Intermediary, as the case may be. Sellers shall
          have
          no responsibility or liability to Buyers or any other person for the
          qualification of Buyers' purported exchange transaction under Section 1031
          of
          the Code. Sellers shall not be required to incur any additional expense
          or
          liability as a result of such cooperation, exchange or assignment. Buyers
          shall
          indemnify, defend and hold Sellers harmless from and against any and all
          claims,
          damages, liabilities, losses, costs and expenses, including, without limitation,
          court costs and reasonable attorneys’ fees and paralegals’ fees and
          disbursements, arising out of or in any way connected with the exchange
          that
          Sellers would not have incurred but for the exchange. 

        


        Section
          11.3  Benefits
          of Agreement. All
          of
          the terms and provisions of this Agreement shall be binding upon and inure
          to
          the benefit of the parties hereto and their respective successors and permitted
          assigns. Except for the provisions of Article IX, this Agreement is for
          the sole
          benefit of the parties hereto and not for the benefit of any third
          party.

        


        Section
          11.4  Expenses.
          Except
          as
          otherwise provided herein, each Party shall bear its own expenses incurred
          in
          connection with this Agreement and the transactions contemplated hereby
          whether
          or not such transactions shall be consummated, including all fees of its
          legal
          counsel, financial advisers and accountants.

        


        Section
          11.5 Counterparts.
          This
          Agreement may be executed in any number of counterparts, each of which
          shall be
          deemed an original, but all of which together shall constitute one and
          the same
          instrument. Delivery of an executed counterpart of a signature page to
          this
          Agreement by facsimile or other electronic transmission shall be effective
          as
          delivery of a manually executed original counterpart of this
          Agreement.

        


        Section
          11.6  Entire
          Agreement. This
          Agreement (together with the Disclosure Schedule and any Exhibits hereto),
          the
          Confidentiality Agreement and all certificates, documents, instruments
          and
          writings that are delivered pursuant hereto constitute the entire understanding
          among the Parties with respect to the transactions contemplated hereby
          and
          supersede all prior arrangements, understandings and 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.

        


        Section
          11.7  Disclosure
          Schedule. Unless
          the context otherwise requires, all capitalized terms used in the Disclosure
          Schedule shall have the respective meanings assigned in this Agreement.
          No
          reference to or disclosure of any item or other matter in the Disclosure
          Schedule shall be construed as an admission or indication that such item
          or
          other matter is material or that such item or other 


        
          
            
            

          

          
            67

            
              

            

          

          
            
            

          

        


        matter
          is
          required to be referred to or disclosed in the Disclosure Schedule. No
          disclosure in the Disclosure Schedule relating to any possible breach or
          violation of any agreement or Law shall be construed as an admission or
          indication that any such breach or violation exists or has actually occurred.
          The inclusion of any information in the Disclosure Schedule shall not be
          deemed
          to be an admission or acknowledgment by Sellers, in and of itself, that
          such
          information is material to or outside the ordinary course of the business
          of the
          Partnership Companies or required to be disclosed on the Disclosure Schedule.
          Each disclosure in the Disclosure Schedule shall constitute disclosure
          for
          purposes of the corresponding Sections or subsections of this Agreement
          expressly referred to in the Disclosure Schedule and any other Section
          or
          subsection to the extent such disclosure is made in such a way as to make
          its
          relevance to such other Section or subsection readily apparent on its face.
          

        


        Section
          11.8 Acknowledgment
          by Buyers. Buyers
          have not relied on any representation or warranty from Sellers or any of
          their
          respective Affiliates, except as set forth in this Agreement.

        


        Section
          11.9  Amendments
          and Waivers. This
          Agreement may be amended, modified, superseded or cancelled, in whole or
          in
          part, only by a written instrument duly executed by each of the Parties
          hereto.
          Any of the terms of this Agreement and any condition to a Party’s obligations
          hereunder 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
          other
          afforded, will be cumulative and not alternative.

        


        Section
          11.10  Publicity.
          Except
          as
          may otherwise be required by securities Laws and public announcements or
          disclosures that are, in the reasonable opinion of the Party proposing
          to make
          the announcement or disclosure, legally required to be made, prior to the
          Closing there shall be no press release or public communication concerning
          the
          transactions contemplated by this Agreement by any Party except with the
          prior
          written consent of the Party not originating such press release or
          communication, which consent shall not be unreasonably withheld or delayed.
          Prior to the Closing, Buyers and Sellers will consult in advance on the
          necessity for, and the timing and content of, any communications to be
          made to
          the public and, subject to legal constraints, to the form and content of
          any
          application or report to be made to any Governmental Authority that relates
          to
          the transactions contemplated by this Agreement.

        


        Section
          11.11  Severability.
          If
          any
          provision of this Agreement is held invalid or unenforceable by any court
          of
          competent jurisdiction, the other provisions of this Agreement shall remain
          in
          full force and effect. The Parties further agree that if any provision
          contained
          herein is, to any extent, held invalid or unenforceable in any respect
          under the
          Laws governing this Agreement, they shall take any actions necessary to
          render
          the remaining provisions of this Agreement valid and enforceable to the
          fullest
          extent permitted by Law and, to the extent necessary, shall amend or otherwise
          


        
          
            
            

          

          
            68

            
              

            

          

          
            
            

          

        


        modify
          this Agreement to replace any provision contained herein that is held invalid
          or
          unenforceable with a valid and enforceable provision giving effect to the
          intent
          of the Parties to the greatest extent legally permissible.

        


        Section
          11.12  Governing
          Law; Jurisdiction.

        


        (a)  This
          Agreement shall be governed and construed in accordance with the Laws of
          the
          State of Texas without regard to the Laws that might be applicable under
          conflicts or choice of law rules or principles.

        


        (b)  Each
          Party hereby irrevocably consents to the exclusive personal jurisdiction
          and
          venue of the courts of the State of Texas and the federal courts of the
          United
          States of America sitting in Harris County, Texas, and appropriate appellate
          courts therefrom over any dispute arising out of or relating to this Agreement
          or any of the transactions contemplated hereby, and each Party hereby
          irrevocably agrees that all claims in respect of such dispute or proceeding
          may
          be heard and determined in such courts. The Parties hereby irrevocably
          waive, to
          the fullest extent permitted by Law, any objection which they may now or
          hereafter have to the laying of venue of any dispute arising out of or
          relating
          to this Agreement or any of the transactions contemplated hereby brought
          in such
          court or any defense of lack of personal jurisdiction or inconvenient forum
          or
          any similar defense for the maintenance of such dispute. Each Party agrees
          that
          a judgment in any such dispute may be enforced in other jurisdictions by
          suit on
          the judgment or in any other manner provided by Law. This consent to
          jurisdiction is being given solely for purposes of this Agreement and is
          not
          intended for and shall not confer consent to jurisdiction with respect
          to any
          other dispute in which a Party to this Agreement may become
          involved.


        
          
            
            

          

          
            69

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF this Agreement has been duly executed and delivered by
          each
          Party as of the date first above written.

        


        SELLERS:
          

        SRCG,
          LTD.

        By:
          SRCG Genpar, L.P., general partner

         

        By:
          SRCG Genpar GP, L.L.C., general 

        partner

        


         

        By:
           /s/
          Craig F. Strehl  

        Name:
           Craig
          F. Strehl   

        Title:
           President   

        


        SRCG
          GENPAR, L.P.

        


        By:
           SRCG
          Genpar GP, L.L.C., general partner

        


        


        By:
            /s/
          Craig F. Strehl  

        Name:
            Craig
          F. Strehl   

        Title:
            President   

         

        BUYERS:

        


        SOUTHERN
          UNION PANHANDLE LLC

        


        


        By:
           /s/
          Robert O. Bond   

        Name:
          Robert
          O. Bond

        Title:
          Manager

        


        


        SOUTHERN
          UNION GATHERING COMPANY LLC

        


        By: 
          Southern Union Company, its sole member

        


        


        By:
           /s/
          Julie H. Edwards   

        Name:
          Julie
          H. Edwards

        Title:
          Senior
          Vice President and Chief Financial Officer


        


        
          
            
            

          

          
            70