Limited Partner Interest Purchase and Sale Agreement




 LIMITED PARTNER INTEREST 
 PURCHASE AND SALE AGREEMENT 
  
 By and Between 
  
 TIFD
III-X LLC, 
 as Seller 
  
 and 
  
 CEI ACQUISITION, L.L.C., 
 as Buyer 
  
 September 29, 2005 








 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


	ARTICLE I TERMS OF THE TRANSACTION	  	1
	 Section 1.1.
	  	Agreement to Sell and Purchase Interest.	  	1
	 Section 1.2.
	  	Purchase Price.	  	1
		
	ARTICLE II CLOSING	  	1
		
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER	  	2
	 Section 3.1.
	  	Title to Interests.	  	2
	 Section 3.2.
	  	Organization and Standing.	  	2
	 Section 3.3.
	  	Power and Authority.	  	2
	 Section 3.4.
	  	Valid and Binding Agreement.	  	2
	 Section 3.5.
	  	Non-Contravention.	  	2
	 Section 3.6.
	  	Approvals.	  	3
	 Section 3.7.
	  	Proceedings.	  	3
	 Section 3.8.
	  	Brokers.	  	3
	 Section 3.9.
	  	Investment Experience.	  	3
	 Section 3.10.
	  	Independent Evaluation.	  	3
	 Section 3.11.
	  	Disclosure to Buyer.	  	3
	 Section 3.12.
	  	Representations and Warranties on the Closing Date.	  	4
		
	ARTICLE IV DISCLAIMER	  	4
		
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER	  	5
	 Section 5.1.
	  	Organization.	  	5
	 Section 5.2.
	  	Power and Authority.	  	5
	 Section 5.3.
	  	Valid and Binding Agreement.	  	5
	 Section 5.4.
	  	Non-Contravention.	  	5
	 Section 5.5.
	  	Approvals.	  	5
	 Section 5.6.
	  	Proceedings.	  	6
	 Section 5.7.
	  	Financing.	  	6
	 Section 5.8.
	  	Investment Experience.	  	6
	 Section 5.9.
	  	Restricted Securities.	  	6
	 Section 5.10.
	  	Accredited Investor; Investment Intent.	  	6
	 Section 5.11.
	  	Independent Evaluation.	  	6
	 Section 5.12.
	  	Brokers.	  	6
	 Section 5.13.
	  	Disclosure to Seller.	  	7
	 Section 5.14.
	  	Representations and Warranties on Closing Date.	  	7
		
	ARTICLE VI COVENANTS OF THE PARTIES	  	7
	 Section 6.1.
	  	Reasonable Best Efforts.	  	7
	 Section 6.2.
	  	Notice of Litigation.	  	7
	 Section 6.3.
	  	Fees and Expenses.	  	7
	 Section 6.4.
	  	Public Announcements.	  	7

  

 -i- 










					
	 Section 6.5.
	  	Tax Matters.	  	8
	 Section 6.6.
	  	Partnership Hedges.	  	8
	 Section 6.7.
	  	Access to Books and Records.	  	8
	 Section 6.8.
	  	Assumption.	  	8
	 Section 6.9.
	  	Compliance With Partnership Agreement.	  	9
		
	ARTICLE VII CLOSING CONDITIONS	  	9
	 Section 7.1.
	  	Conditions Precedent to Parties’ Obligations to Close.	  	9
	 Section 7.2.
	  	Conditions Precedent to Seller’s Obligations.	  	9
	 Section 7.3.
	  	Conditions Precedent to Buyer’s Obligations.	  	10
		
	ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER	  	10
	 Section 8.1.
	  	Termination.	  	10
	 Section 8.2.
	  	Effect of Termination.	  	11
	 Section 8.3.
	  	Amendment.	  	11
	 Section 8.4.
	  	Waiver.	  	11
		
	ARTICLE IX SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION	  	11
	 Section 9.1.
	  	Survival.	  	11
	 Section 9.2.
	  	Indemnification by Seller.	  	12
	 Section 9.3.
	  	Indemnification by Buyer.	  	12
	 Section 9.4.
	  	Indemnification Proceedings.	  	12
	 Section 9.5.
	  	Exclusivity.	  	13
	 Section 9.6.
	  	Indemnification Despite Negligence.	  	13
		
	ARTICLE X MISCELLANEOUS	  	13
	 Section 10.1.
	  	Notices.	  	13
	 Section 10.2.
	  	Entire Agreement.	  	14
	 Section 10.3.
	  	Binding Effect; Assignment; No Third Party Benefit.	  	14
	 Section 10.4.
	  	Severability.	  	14
	 Section 10.5.
	  	Governing Law.	  	14
	 Section 10.6.
	  	Further Assurances.	  	14
	 Section 10.7.
	  	Counterparts.	  	14
	 Section 10.8.
	  	Injunctive Relief.	  	15
		
	ARTICLE XI DEFINITIONS AND REFERENCES	  	15
	 Section 11.1.
	  	Certain Defined Terms.	  	15
	 Section 11.2.
	  	Certain Additional Defined Terms.	  	17
	 Section 11.3.
	  	References and Construction.	  	17
	 Section 11.4.
	  	Joinder.	  	18

  

 -ii- 









 LIMITED PARTNER INTEREST 
 PURCHASE AND SALE AGREEMENT 
  
 THIS LIMITED PARTNER INTEREST PURCHASE AND SALE AGREEMENT dated as of September 29, 2005, is made by and between TIFD III-X LLC, a Delaware limited liability company (“Seller”), and CEI
Acquisition, L.L.C., a Delaware limited liability company (“Buyer”). 
  
 RECITALS: 
  
 A.
Reference is herein made to that certain First Amended and Restated Agreement of Limited Partnership dated as of September 27, 2000, as amended (the “Partnership Agreement”), governing CEI Bristol Acquisition, L.P., a Texas
limited partnership (the “Partnership”). Seller is the sole limited partner of the Partnership. Seller’s interest in the Partnership as a limited partner is herein called the “Interest”. 
  
 B. Seller desires to sell and assign the Interest to Buyer, and Buyer
desires to purchase and accept the Interest from Seller, on the terms and conditions set forth herein. 
  
 AGREEMENT: 
  
 NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants and agreements contained herein, Seller and Buyer do hereby agree as follows: 
  
 ARTICLE I 
 TERMS OF THE TRANSACTION 
  
 Section 1.1. Agreement to Sell and Purchase Interest. Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth and subject to the terms and provisions herein, the
Interest. 
  
 Section 1.2. Purchase Price.

  
 (a) In consideration of the sale of the Interest to
Buyer, Buyer shall pay to Seller a cash purchase price of $116,000,000 (the “Purchase Price”). 
  
 (b) Payment by Buyer to Seller of the Purchase Price shall be made at Closing in immediately available funds by confirmed wire transfer to a bank account
or accounts designated by Seller in writing to Buyer at least two Business Days prior to the Closing Date. 
  
 ARTICLE II  
 CLOSING 
  
 The closing of the transactions contemplated hereby (the
“Closing”) shall take place (i) at the offices of Thompson & Knight LLP, 333 Clay Street, Suite 3300, Houston, Texas, at 10:00 a.m. (local Houston, Texas time), on September 30, 2005, or (ii) at such
other time or place or on such other date as the parties hereto shall agree. The date on which the Closing is required to take place is herein referred to as the “Closing Date.” All Closing transactions shall be deemed to have
occurred simultaneously. 








 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES OF SELLER 
  
 Seller represents and warrants to Buyer that: 
  
 Section 3.1. Title to Interests. Seller is (and at the Closing will be) the record and beneficial owner of, and upon consummation of the transactions contemplated hereby Buyer will acquire good, valid,
and marketable title to, the Interest, free and clear of all Liens, other than (i) those that may arise by virtue of any actions taken by or on behalf of Buyer or its Affiliates, (ii) restrictions on transfer that may be imposed by federal
or state securities laws, (iii) restrictions on transfer under the Partnership Agreement or (iv) Liens, if any, released at Closing. Without limiting the foregoing, Seller did not transfer or assign its record or beneficial ownership of
the Interest to EFS III-X LLC (an Affiliate of Seller), even though it received the written consent of the General Partner to do so. 
  
 Section 3.2. Organization and Standing. Seller is duly organized, validly existing and in good standing under the laws of the state of its
formation. 
  
 Section 3.3. Power and Authority.
Seller has all requisite power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes, and each other
agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby has been, or when executed will be, duly executed and delivered by Seller and constitutes, or when executed and delivered
will constitute, a valid and legally binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws
affecting or relating to the enforcement of creditors’ rights generally and the application of general principles of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity). 
  
 Section 3.4. Valid and Binding Agreement. This Agreement has
been duly executed and delivered by Seller and constitutes, and each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party has been, or when
executed will be, duly executed and delivered by Seller, and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Seller, enforceable against it in accordance with their respective terms, except as
such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and the application of general principles of equity (regardless of whether
that enforceability is considered in a proceeding at law or in equity). 
  
 Section 3.5. Non-Contravention. Neither the execution, delivery, and performance by Seller of this Agreement and each other agreement, instrument, or document executed or to be executed by Seller in connection with the
transactions contemplated hereby to which Seller is a party nor the consummation by Seller of the transactions contemplated hereby and thereby do or will (i) conflict with or result in a violation of any provision of Seller’s Governing
Documents, (ii) do and will conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or 
  

 -2- 









 without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration
under, any bond, debenture, note, mortgage or indenture, or any material contract, agreement, or other instrument or obligation to which Seller is a party or by which such Seller or any of such Seller’s properties may be bound, or
(iii) violate any Applicable Law binding upon such Seller. 
  
 Section 3.6. Approvals. No consent, approval, order, or authorization of, or declaration, filing, or registration with, any Governmental Entity or of any third party is required to be obtained or made by Seller in connection
with the execution, delivery, or performance by Seller of this Agreement, each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which Seller is a party or the
consummation by Seller of the transactions contemplated hereby and thereby. 
  
 Section 3.7. Proceedings. There are no Proceedings pending or, to Seller’s Knowledge, threatened, in which Seller is or may be a party affecting the execution and delivery of this Agreement by
Seller or the consummation of the transactions contemplated hereby by Seller. 
  
 Section 3.8. Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in
connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller. 
  
 Section 3.9. Investment Experience. Seller acknowledges that it has such knowledge and experience in financial and business matters that it
is capable of evaluating the merits and risks of this transaction. 
  
 Section 3.10. Independent Evaluation. Seller is an experienced and knowledgeable investor in the oil and gas business and the business of owning oil, gas and mineral properties. Seller, in its capacity as a limited partner of
the Partnership, has had a right of access to the Partnership Properties, the officers, consultants and other representatives of the Partnership, and the books, records, and files of the Partnership (including those relating to the Partnership
Properties), as provided in the Partnership Agreement. In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Seller has relied on (i) the basis of its own independent investigation and
knowledge of the Partnership and the Partnership Properties, and (ii) the representations and warranties made by Buyer (including Section 5.11), and has been advised by and has relied solely on its own expertise and legal, land,
tax, reservoir engineering, and other professional counsel concerning this transaction, the Partnership, the Partnership Properties and the values thereof. 
  
 Section 3.11. Disclosure to Buyer. In view of Seller’s rights as a limited partner under the Partnership Agreement to approve certain
capital and other projects on the Partnership’s Properties, Seller represents and warrants that (i) it has knowledge of certain outstanding proposed and unapproved projects or transactions (including hedge transactions) and other currently
pending Partnership activities, and (ii) it understands the outcome of such projects, transactions and activities may affect the value of the Interest. 
  

 -3- 









 Section 3.12. Representations and Warranties on the Closing Date. The representations and
warranties made by Seller in this Article III will be true and correct in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made by Seller on and as of
the Closing Date, except that any such representations and warranties which expressly relate only to an earlier date shall be true and correct on the Closing Date as of such earlier date. 
  
 ARTICLE IV 
 DISCLAIMER 
  
 EXCEPT AS SET FORTH IN
THIS AGREEMENT, SELLER WILL CONVEY TO BUYER THE INTEREST WITHOUT ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND FROM SELLER OR ANY OF ITS AFFILIATES, INCLUDING WARRANTIES OR REPRESENTATIONS RELATING TO (I) THE
PARTNERSHIP, (II) TITLE OF THE PARTNERSHIP IN AND TO ITS PROPERTIES AND OTHER ASSETS (THE “PARTNERSHIP PROPERTIES”), (III) THE CONDITION OF THE PARTNERSHIP PROPERTIES, (IV) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY
OF THE PARTNERSHIP PROPERTIES, (V) ANY IMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF THE PARTNERSHIP PROPERTIES FOR A PARTICULAR PURPOSE, (VI) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (VII) ANY
AND ALL OTHER IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR (VIII) ANY IMPLIED OR EXPRESS WARRANTY REGARDING COMPLIANCE WITH ANY APPLICABLE ENVIRONMENTAL LAWS, THE RELEASE OF HAZARDOUS MATERIALS INTO THE
ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. EXCEPT AS SET FORTH IN THIS AGREEMENT, IN PURCHASING THE INTEREST BUYER ACCEPTS THE PARTNERSHIP PROPERTIES “AS IS,” “WHERE IS,” AND “WITH
ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE,
QUALITY, QUANTITY, VOLUME, OR DELIVERABILITY OF ANY OIL, GAS, OR OTHER MINERALS OR RESERVES IN, UNDER, OR ATTRIBUTABLE TO THE PARTNERSHIP PROPERTIES, (B) THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY, OR ENVIRONMENTAL CONDITION OF THE
PARTNERSHIP PROPERTIES, (C) THE GEOLOGICAL OR ENGINEERING CONDITION OF THE PARTNERSHIP PROPERTIES OR ANY VALUE THEREOF OR (D) THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA, INFORMATION, OR RECORDS FURNISHED TO BUYER BY SELLER IN
CONNECTION WITH THE PARTNERSHIP OR THE PARTNERSHIP PROPERTIES. BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT (X) SELLER IS A LIMITED PARTNER OF THE PARTNERSHIP; (Y) AS A LIMITED PARTNER, SELLER IS GENERALLY A “PASSIVE” INVESTOR
AND IS NOT INVOLVED IN THE DAY-TO-DAY OPERATIONS OF THE PARTNERSHIP AND DOES NOT HAVE CONTROL OVER OR IMMEDIATE ACCESS TO PARTNERSHIP BOOKS, RECORDS AND OTHER DATA OR INFORMATION; AND (Z) THE GENERAL PARTNER OF THE 
  

 -4- 









 PARTNERSHIP HAS BEEN PRIMARILY RESPONSIBLE FOR THE CONDUCT BY THE PARTNERSHIP OF ITS BUSINESS AND OPERATIONS SINCE
INCEPTION AND BUYER IS AN AFFILIATE OF GENERAL PARTNER. BUYER AGREES THAT THE FOREGOING DISCLAIMER IS “CONSPICUOUS.” 
  
 ARTICLE V  
 REPRESENTATIONS AND WARRANTIES OF BUYER 
  
 Buyer represents and warrants to Seller that: 
  
 Section 5.1. Organization. Buyer is validly existing and in good standing under the laws of the jurisdiction of its organization and has requisite power and authority to carry on its business as now being conducted.

  
 Section 5.2. Power and Authority. Buyer has all
requisite power and authority to execute, deliver, and perform this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party and to
consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by Buyer of this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the
transactions contemplated hereby to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action of Buyer. 
  
 Section 5.3. Valid and Binding Agreement. This Agreement has
been duly executed and delivered by Buyer and constitutes, and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party has been, or when
executed will be, duly executed and delivered by Buyer, and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Buyer, enforceable against it in accordance with their respective terms, except as
such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and the application of general principles of equity (regardless of whether
that enforceability is considered in a proceeding at law or in equity). 
  
 Section 5.4. Non-Contravention. Neither the execution, delivery, and performance by Buyer of this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the
transactions contemplated hereby to which it is a party nor the consummation by it of the transactions contemplated hereby and thereby do or will (i) conflict with or result in a violation of any provision of Buyer’s Governing Documents,
(ii) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or
both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage or indenture, or any material contract, agreement, or other instrument or obligation to which Buyer is a party or by which Buyer or any of
Buyer’s properties may be bound, or (iii) violate any Applicable Law binding upon Buyer. 
  
 Section 5.5. Approvals. No consent, approval, order, or authorization of, or declaration, filing, or registration with, any Governmental
Entity or of any third party, other than 
  

 -5- 









 those provided at Closing, is required to be obtained or made by Buyer in connection with the execution, delivery, or
performance by Buyer of this Agreement, each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party or the consummation by it of the transactions
contemplated hereby and thereby. 
  
 Section 5.6.
Proceedings. There are no Proceedings pending or, to Buyer’s Knowledge, threatened, in which Buyer is or may be a party affecting the execution and delivery of this Agreement by Buyer or the consummation of the transactions
contemplated hereby by Buyer. 
  
 Section 5.7.
Financing. Buyer, at Closing will have, pursuant to that certain Credit Agreement dated September 30, 2005, with GECC, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the
Purchase Price at Closing. 
  
 Section 5.8. Investment
Experience. Buyer acknowledges that it can bear the economic risk of its investment in the Interest and, through its affiliation with the General Partner, has such knowledge and experience in financial and business matters that it is capable
of evaluating the merits and risks of an investment in the Interest. 
  
 Section 5.9. Restricted Securities. Buyer understands that the Interest will not have been registered pursuant to the Securities Act or any applicable state securities laws, that the Interest will be characterized as
“restricted securities” under federal securities laws, and that under such laws and applicable regulations the Interests cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

  
 Section 5.10. Accredited Investor; Investment
Intent. Buyer is an accredited investor as defined in Regulation D under the Securities Act. Buyer is acquiring the Interest for its own account for investment and not with a view to, or for sale or other disposition in connection with, any
distribution of all or any part thereof, except in compliance with applicable federal and state securities laws. 
  
 Section 5.11. Independent Evaluation. Buyer is an experienced and knowledgeable investor in the oil and gas business and the business of
owning and operating oil, gas and mineral properties. Buyer, as a result of its affiliation with the General Partner, has had full and complete access to the Partnership Properties, the officers, consultants and other representatives of the
Partnership, and the books, records, and files of the Partnership (including those relating to the Partnership Properties). In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer, as a
result of its affiliation with the General Partner, has relied on (i) the basis of its own independent investigation and knowledge of the Partnership and the Partnership Properties, and (ii) the representations and warranties made by
Seller, and has been advised by and has relied solely on its own expertise and legal, land, tax, reservoir engineering, and other professional counsel concerning this transaction, the Partnership, the Partnership Properties and the values thereof.

  
 Section 5.12. Brokers. No broker, investment
banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by
or on behalf of Buyer or any Affiliate thereof. 
  

 -6- 









 Section 5.13. Disclosure to Seller. In view of (i) Buyer’s affiliation with the
General Partner and (ii) the General Partner’s duties and obligations as general partner of the Partnership to Seller (in its capacity as the limited partner thereof), and given Buyer’s access to information with respect to the
Partnership, the Partnership’s operations and the Partnership Properties, Buyer represents and warrants that it has disclosed all material information concerning the Partnership and the Partnership Properties (exclusive of facts and
circumstances which Seller recognizes to be of a nature generally recognized and known in the oil and gas industry (e.g., hydrocarbon prices may rise or fall)). 
  
 Section 5.14. Representations and Warranties on Closing Date. The representations and warranties made in this
Article V will be true and correct in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, except that any such
representations and warranties which expressly relate only to an earlier date shall be true and correct on the Closing Date as of such earlier date. 
  
 ARTICLE VI  
 COVENANTS OF
THE PARTIES 
  
 Section 6.1. Reasonable Best
Efforts. Each party hereto agrees that it will not voluntarily undertake any course of action inconsistent with the provisions or intent of this Agreement and will use its Reasonable Best Efforts to take, or cause to be taken, all action and
to do, or cause to be done, all things reasonably necessary, proper, or advisable under Applicable Laws to consummate the transactions contemplated by this Agreement. 
  
 Section 6.2. Notice of Litigation. Until the Closing, (i) Buyer, upon learning of the same, shall
promptly notify Seller of any Proceeding which is commenced or threatened against Buyer which affects this Agreement or the transactions contemplated hereby and (ii) Seller, upon learning of the same, shall promptly notify Buyer of any
Proceeding which is commenced or threatened against Seller which affects this Agreement or the transactions contemplated hereby. 
  
 Section 6.3. Fees and Expenses. 
  
 (a) All fees and expenses incurred in connection with this Agreement by Seller will be borne by and paid by Seller, except as provided in
Section 6.6 or unless the transactions contemplated hereby are not consummated through no fault of Seller (in which event, Buyer shall bear and pay such fees and expenses). 
  
 (b) Without limiting its covenants and agreements in Section 6.6, all expenses incurred in connection with this
Agreement by Buyer, the General Partner or by the Partnership will be borne by and paid by Buyer, unless the transactions contemplated hereby are not consummated through no fault of Buyer in which event, Seller shall bear and pay such fees and
expenses. 
  
 Section 6.4. Public Announcements.
Prior to Closing, except as may be required by Applicable Law, neither Buyer (and Affiliates thereof) nor the Partnership, on the one hand, nor 
  

 -7- 









 Seller (and Affiliates thereof), on the other, shall issue any press release or otherwise make any statement to the
public generally with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other parties (which consent shall not be unreasonably withheld and which consent, if given verbally, shall be confirmed in
writing within one Business Day thereafter). Any such press release or statement required by Applicable Law shall only be made after reasonable notice to the other parties. 
  
 Section 6.5. Tax Matters. The parties acknowledge that the sale of the Interest by Seller to Buyer will cause
the Partnership to terminate for federal income tax purposes on the Closing Date pursuant to Section 708(b)(1) of the Code. Buyer hereby agrees to prepare and submit (or cause to be prepared and submitted) for Seller’s approval not less
than 30 days prior to the applicable due dates (as extended) and timely file with the IRS or any other appropriate taxing authorities all tax returns due for the Partnership for periods ending on or before the Closing Date (including the federal
income tax return on IRS Form 1065) in accordance with Section 6.10 of the Partnership Agreement. If Seller fails to approve any tax return referenced in the immediately preceding sentence, Seller and Buyer agree to use their reasonable best
efforts to resolve any disagreement or dispute between them in respect of such return as promptly as reasonably practicable. The parties further agree that no items of income, gain, loss, deduction or credit attributable to periods after the Closing
Date shall be allocated to Seller. 
  
 Section 6.6.
Partnership Hedges. Buyer agrees that it and its Affiliates (including the General Partner) will either (i) cause the Partnership to terminate the Hedges at Closing or (ii) if the Hedges are not so terminated, take such steps as
are necessary to terminate the Hedge Guaranty at Closing, including obtaining and providing collateral or other credit support satisfactory to the Hedge Counterparty and providing to Seller a release of the Hedge Guaranty in form and substance
satisfactory to Seller. Buyer agrees that all costs incurred by Buyer, the General Partner, the Partnership or Seller and their respective Affiliates in connection with the performance by Buyer of its covenants and agreements in this
Section 6.6 shall be borne and paid exclusively by Buyer, the General Partner or the Partnership, and if paid by the Partnership will not otherwise affect the amount due Seller hereunder. 
  
 Section 6.7. Access to Books and Records. Buyer will preserve
or cause to be preserved all books and records of the Partnership for a period of six years following the Closing and will allow Seller and its representatives reasonable access to such records at all reasonable times for a purpose reasonably
related to (i) Seller’s ownership of the Interest in the Partnership, (ii) the performance by Seller of its obligations, and the enforcement by it of its rights, hereunder, or (iii) Seller’s contest of the imposition of any
Taxes resulting from its ownership of the Interest. If Buyer desires to dispose of any such records prior to the expiration of the six-year period referenced above, Buyer shall provide notice of same to Seller, and Seller shall have a period of 10
Business Days to deliver written notice to Buyer that Seller elects to have such records delivered to it (at the expense of Seller). If Seller fails to deliver such notice within the 10-Business Day period referenced above, Buyer shall the right to
dispose of the subject records. 
  
 Section 6.8.
Assumption. Buyer will, at Closing, be deemed to have assumed any and all duties, liabilities and obligations of Seller attributable to the Interest, whether arising before, on or after the Closing Date or whether arising under the
Partnership Agreement or otherwise (the “Assumed Obligations”). 
  

 -8- 









 Section 6.9. Compliance With Partnership Agreement. Buyer, Seller and, by its execution
hereof, the General Partner, agree that upon consummation of the transactions contemplated hereby, Section 9.1 of the Partnership Agreement, which deals with assignments by the limited partners of the Partnership, will be deemed to have been
complied with in all respects. 
  
 ARTICLE VII 

 CLOSING CONDITIONS 
  
 Section 7.1. Conditions Precedent to Parties’ Obligations to Close. The obligation of Seller, on the one hand, or Buyer, on the other,
to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions: 
  
 (a) No Proceeding (excluding any Proceeding initiated by Seller, the General Partner, Buyer, the Partnership or any of their
respective Affiliates) shall, on the Closing Date, be pending or threatened seeking to restrain, prohibit, or obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby. 

 
 (b) No order, writ, injunction or decree shall have been entered and be in
effect by any court or any Governmental Entity of competent jurisdiction, and no statute, rule, regulation or other requirement shall have been promulgated or enacted and be in effect, that on a temporary or permanent basis restrains, enjoins or
invalidates the transactions contemplated hereby. 
  
 Section
7.2. Conditions Precedent to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following
conditions: 
  
 (a) Each of the representations and warranties of
Buyer contained in this Agreement shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as of the Closing Date in the same language) shall be true and correct in all material
respects on and as of the Closing Date. 
  
 (b) Buyer shall have
performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date. 
  
 (c) Seller shall have received a certificate executed by a duly authorized officer of Buyer dated the Closing Date,
representing and certifying that the conditions set forth in Sections 7.2 (a) and (b) have been satisfied. 
  
 (d) The Hedges or the Hedge Guaranty shall have been terminated pursuant to Section 6.6 to the satisfaction of Seller. 
  
 (e) Seller shall have received all other agreements, instruments and
documents which are required by other terms of this Agreement to be executed or delivered by Buyer, the General Partner or the Partnership prior to or in connection with the Closing. 
  

 -9- 









 Section 7.3. Conditions Precedent to Buyer’s Obligations. The obligation of Buyer to
consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions: 
  
 (a) Each of the representations and warranties of Seller contained in this Agreement shall be true and correct in all
material respects as of the date made and (having been deemed to have been made again on and as of the Closing Date in the same language) shall be true and correct in all material respects on and as of the Closing Date. 
  
 (b) Seller shall have performed and complied with in all material respects
all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date. 
  
 (c) Buyer shall have received a certificate executed by a duly authorized officer of Seller dated the Closing Date, representing and certifying that the
conditions set forth in Sections 7.3 (a) and (b) have been satisfied. 
  
 (d) Seller shall have executed and delivered an Assignment of Limited Partner Interest substantially in the form of Exhibit 7.3(d) in all
material respects. 
  
 (e) Buyer shall have received all other
agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller prior to or in connection with the Closing. 
  
 (f) Seller, through GECC, shall have prepared to Buyer’s satisfaction and be willing to implement at Closing a bridge
loan facility in the amount of $132,000,000 collateralized by the Partnership Properties and a pledge of all of the partnership interests (general and limited) in the Partnership. 
  
 ARTICLE VIII  
 TERMINATION, AMENDMENT AND WAIVER 
  
 Section 8.1. Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing in the following manner: 
  
 (a) by mutual written consent of Seller and Buyer; or 
  
 (b) by either Seller, on the one hand, or Buyer, on the other, if:

  
 (i) the Closing shall not have occurred on or
before September 30, 2005, unless such failure to close shall be due to a breach of this Agreement by the party seeking to terminate this Agreement pursuant to this clause (i); or 
  
 (ii) there shall be any statute, rule, or regulation that
makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or a Governmental Entity shall have issued an order, decree, or ruling or taken any other action permanently restraining, enjoining, or otherwise prohibiting
the consummation of the transactions contemplated hereby, and such order, decree, ruling, or other action shall have become final and nonappealable. 
  

 -10- 









 Section 8.2. Effect of Termination. In the event of the termination of this Agreement
pursuant to Section 8 .1 by Seller, on the one hand, or Buyer, on the other, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is made, and
this Agreement shall become void and have no effect, except that the agreements contained in this Article VIII, in Sections 6.3 and 6.4 and in Articles X and XI shall survive the termination hereof.
Except as provided in the immediately following sentence[b1], nothing contained in this Section shall relieve any party from liability for damages actually incurred as a result of any breach of this Agreement. 
  
 Section 8.3. Amendment. This Agreement may not be amended
except by an instrument in writing signed by or on behalf of all the parties hereto. 
  
 Section 8.4. Waiver. Seller on the one hand, or Buyer, on the other, may: (i) waive any inaccuracies in the representations and warranties of the other contained herein or in any document,
certificate, or writing delivered pursuant hereto, or (ii) waive compliance by the other with any of the other’s agreements or fulfillment of any conditions to its own obligations contained herein. Any agreement on the part of a party
hereto to any such waiver shall be valid only if set forth in an instrument in writing signed by or on behalf of such party. No failure or delay by a party hereto in exercising any right, power, or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. 
  

ARTICLE IX  
 SURVIVAL OF
REPRESENTATIONS, WARRANTIES AND COVENANTS; 
 INDEMNIFICATION 
  
 Section 9.1. Survival. 
  
 (a) Each representation and warranty of the parties hereto contained in this
Agreement shall survive the Closing until the first anniversary of the Closing Date (such anniversary being called the “Survival Date”). From and after a Survival Date, no party hereto shall be under any liability hereunder with
respect to any representation or warranty, except with respect to matters as to which notice has been received in accordance with Section 9.1(b). All covenants of the parties hereto, to the extent not otherwise fully performed at
Closing, will survive the Closing. 
  
 (b) No party hereto shall
have any indemnification obligation pursuant to this Article IX or otherwise in respect of any representation, warranty or covenant unless it shall have received from the party seeking indemnification written notice of the existence of
the claim for or in respect of which indemnification in respect of such representation, warranty or covenant is being sought. Such notice shall set forth with reasonable specificity (i) the basis under this Agreement, and the facts that
otherwise form the basis of such claim, (ii) the estimate of the amount of such claim (which estimate shall not be conclusive of the final amount of such claim) and an explanation of the calculation of such estimate, including a statement of
any significant assumptions employed therein, and (iii) the date on and manner in which the party delivering such notice became aware of the existence of such claim. 
  

 -11- 









 Section 9.2. Indemnification by Seller. Subject to the terms and conditions of this
Article IX, Seller shall indemnify, defend and hold harmless Buyer from and against any and all claims, actions, causes of action, demands assessments, losses, damages, liabilities, judgments, settlements, penalties, costs, and
expenses (including reasonable attorneys’ fees and expenses), of any nature whatsoever (collectively, “Damages”), asserted against, resulting to, imposed upon, or incurred by Buyer, directly or indirectly, by reason of or
resulting from any breach by Seller of (i) Seller’s representations and warranties contained in Article III or (ii) Seller’s covenants contained in this Agreement. 
  
 Section 9.3. Indemnification by Buyer. Subject to the terms and
conditions of this Article IX, Buyer shall indemnify, defend and hold harmless Seller from and against any and all Damages, asserted against, resulting to, imposed upon, or incurred by Seller, directly or indirectly, by reason of or
resulting from (i) any breach by Buyer of its representations, warranties and covenants contained in this Agreement, (ii) the Assumed Obligations or (iii) the Partnership and its ownership and operation of its properties and other
assets. 
  
 Section 9.4. Indemnification Proceedings.
In the event that any claim or demand for which a party (an “Indemnifying Party”), would be liable to the another party under Section 9.2 or Section 9.3 (an “Indemnified Party”) is
asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim or demand, but the failure so to notify the Indemnifying Party
shall not relieve the Indemnifying Party of its obligations under this Article IX, except to the extent the Indemnifying Party demonstrates that the defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party
shall have 30 days from receipt of the above notice from the Indemnified Party (in this Section 9.4, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying
Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it
shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If the Indemnifying Party elects to assume the defense of any such claim or demand, the Indemnified Party
shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during
the Notice Period), the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the expense of the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying
Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the
Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one
separate firm of attorneys to represent all of the Indemnified Parties, regardless of the number of Indemnified Parties. If the Indemnifying Party elects to assume the defense of such claim or demand, (i) no compromise or settlement thereof may
be effected by the Indemnifying Party without the Indemnified Party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and
(ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld). 
  

 -12- 









 Section 9.5. Exclusivity. The parties hereto agree that after Closing, in relation to any
breach, default, or nonperformance of any representation, warranty, covenant, or agreement made or entered into by a party hereto pursuant to this Agreement or any certificate, instrument, or document delivered pursuant hereto, the only relief and
remedy available to the other party hereto in respect of said breach, default, or nonperformance shall be Damages, but only to the extent properly claimable hereunder and subject to the terms and provisions of this Article IX.

  
 Section 9.6. Indemnification Despite Negligence.
It is the express intention of the parties hereto that each party to be indemnified pursuant to this Article IX shall be indemnified and held harmless from and against all Damages as to which indemnity is provided for under this Article IX,
notwithstanding that any such Damages arise out of or result from the ordinary, strict, sole, or contributory negligence of such party and regardless of whether any other party (including the other parties to this Agreement) is or is not also
negligent. The parties hereto acknowledge that the foregoing complies with the express negligence rule and is conspicuous. 
  
 ARTICLE X  
 MISCELLANEOUS 
  
 Section 10.1.
Notices. All notices, requests, demands, and other communications required or permitted to be given or made hereunder by any party hereto shall be in writing and shall be deemed to have been duly given or made if (i) delivered
personally, (ii) transmitted by first class registered or certified mail, postage prepaid, return receipt requested, (iii) sent by a recognized prepaid overnight courier service (which provides a receipt), or (iv) sent by telecopy or
facsimile transmission, with receipt acknowledged, to the parties at the following addresses (or at such other addresses as shall be specified by the parties by like notice): 
  
 If to Seller: 
  
 TIFD III-X LLC 
 c/o GE Commercial
Finance—EFS 
 Stamford, Connecticut 06927-1550 
 Attention: Raymond G. Edgar, Jr. 
 Fax No.: 203-961-5818 
  
 With a copy to (which shall not constitute notice to any Seller): 

  
 Thompson & Knight LLP 
 333 Clay Street, Suite 3300 
 Houston, Texas
77002 
 Attention: Michael K. Pierce 
 Fax No.: 832-397-8049 
  

 -13- 









 If to Buyer:  
  
 CEI Acquisition, L.L.C. 
 701 Cedar Lake Blvd. 
 Oklahoma City, Oklahoma 73114 
 Attention: Mark Fischer 
 Fax No.: 405-478-2906 
  
 Such notices, requests, demands, and other communications shall be effective upon receipt. 
  
 Section 10.2. Entire Agreement. This Agreement, together with
any Exhibits hereto and other writings referred to herein or delivered pursuant hereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof. 
  
 Section 10.3. Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives,
successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written
consent of the other parties. Except as provided in Article IX, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto, and their respective heirs, legal
representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement. 
  
 Section 10.4. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and
such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation
thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by Applicable Law. 
  
 Section 10.5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. 
  
 Section 10.6. Further Assurances. From time to time following the Closing, at the request of any party hereto and without further consideration, the other party or parties hereto shall execute and
deliver to such requesting party such instruments and documents and take such other action (but without incurring any material financial obligation) as such requesting party may reasonably request in order to consummate more fully and effectively
the transactions contemplated hereby. 
  
 Section 10.7.
Counterparts. This instrument may be executed in any number of identical counterparts, each of which for all purposes shall be deemed an original, and all of which shall constitute collectively, one instrument. It is not necessary that
each party hereto 
  

 -14- 









 execute the same counterpart so long as identical counterparts are executed by each such party hereto. This instrument
may be validly executed and delivered by facsimile or other electronic transmission. 
  
 Section 10.8. Injunctive Relief. The parties hereto acknowledge and agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement, and shall be entitled to enforce specifically the
provisions of this Agreement, in any court of the United States or any state thereof having jurisdiction, in addition to any other remedy to which the parties may be entitled under this Agreement or at law or in equity. 
  
 ARTICLE XI  
 DEFINITIONS AND REFERENCES 
  
 Section 11.1. Certain Defined Terms. When used in this Agreement, the following terms shall have the respective meanings assigned to them in
this Section 11.1: 
  
 “Affiliate”
means any person directly or indirectly controlling, controlled by or under common control with another person. 
  
 “Agreement” means this Limited Partner Interest Purchase and Sale Agreement, as hereafter amended or modified in accordance with the
terms hereof. 
  
 “Applicable Law” means any
statute, law, principle of common law, rule, regulation, judgment, order, ordinance, requirement, code, writ, injunction, or decree of any Governmental Entity. 
  

“Business Day” means a day other than a Saturday, Sunday or day on which commercial banks in the United States are authorized or
required to be closed for business. 
  
 “Code”
means the Internal Revenue Code of 1986, or any successor statute thereto, as amended. 
  
 “Dollars” or “$” means U.S. Dollars. 
  
 “Environmental Laws” means all national, state, municipal or local laws, rules, regulations, statutes, ordinances or orders of any
Governmental Entity relating to (a) the control of any potential pollutant or the protection of the environment, natural resources and human health, (b) solid, gaseous or liquid waste generation, handling, treatment, storage, disposal or
transportation or (c) the regulation of or exposure to hazardous, toxic or other substances alleged to be harmful (including Hazardous Materials). 
  
 “GECC” means General Electric Capital Corporation, a Delaware corporation. 
  
 “General Partner” means Chaparral Oil, L.L.C. 
  

 -15- 









 “Governing Documents” means, when used with respect to an entity, the documents
governing the formation and operation of such entity, including (a) in the instance of a corporation, the articles or incorporation and bylaws of such corporation, (b) in the instance of a partnership, the partnership agreement, and
(c) in the instance of a limited liability company, the certificate of formation and limited liability company agreement. 
  
 “Governmental Entity” means any court or tribunal in any jurisdiction (domestic or foreign) or any federal, state, county, municipal, or
other governmental or quasi-governmental body, agency, authority, department, commission, board, bureau, or instrumentality (domestic or foreign). 
  
 “Hazardous Materials” means (a) any substance or material that is listed, defined or otherwise designated as a “hazardous
substance” under Section 101(14) of CERCLA, (b) any petroleum or petroleum products, (c) radioactive materials, urea formaldehyde, asbestos and PCBs and (d) any other chemical substance or waste that is regulated by any
Governmental Entity under any Environmental Law. 
  
 “Hedges” means the Partnership hedges identified in Schedule I. 
  
 “Hedge Counterparty” means each of Bank of America, N.A. and Coral Energy Holding, LP. 
  
 “Hedge Guaranty” means that certain guaranty issued by
General Electric Capital Corporation in favor of the Hedge Counterparty with respect to the Partnership’s obligations under the Hedge. 
  
 “Hydrocarbons” means oil, gas, other liquid or gaseous hydrocarbons, or any of them or any combination thereof, and all products and
substances extracted, separated, processed and produced therefrom. 
  
 “IRS” means the Internal Revenue Service. 
  
 “Knowledge” of a specified Person (or similar references to a Person’s knowledge) means all information actually or constructively known to (a) in the case of a Person who is an individual, such Person, or
(b) in the case of a Person which is corporation or other entity, an executive officer or employee who devoted substantive attention to matters of such nature during the ordinary course of his employment by such Person. A Person has
“constructive knowledge” of those matters which the individual involved could reasonably be expected to have as a result of undertaking an investigation of such a scope and extent as a reasonably prudent man would undertake concerning the
particular subject matter. 
  
 “Lien” means any
claim, lien, mortgage, security interest, pledge, charge, option, right-of-way, easement, encroachment, or encumbrance of any kind. 
  
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, enterprise,
unincorporated organization, or Governmental Entity. 
  
 “Proceedings” means all proceedings, actions, claims, suits, investigations, and inquiries by or before any arbitrator or Governmental Entity. 
  

 -16- 









 “Reasonable Best Efforts” means a party’s reasonable best efforts in accordance
with reasonable commercial practice. 
  
 “Securities
Act” means the Securities Act of 1933, as amended. 
  
 “Taxes” means any income taxes or similar assessments or any sales, excise, occupation, use, ad valorem, property, production, severance, transportation, employment, payroll, franchise, or other tax imposed by any United
States federal, state, or local (or any foreign or provincial) taxing authority, including any interest, penalties, or additions attributable thereto. 
  
 Section 11.2. Certain Additional Defined Terms. In addition to the terms as are defined in Section 11.1, the following terms are
used in this Agreement as defined in the Articles, Sections or other subdivisions set forth opposite such terms: 
  

			
	 Defined Term

	  	 Reference


	 Assumed Obligations
	  	 Section 6.9

	 Buyer
	  	 Preamble

	 Closing
	  	 Article II

	 Closing Date
	  	 Article II

	 Damages
	  	 Section 9.2

	 Indemnified Party
	  	 Section 9.4

	 Indemnifying Party
	  	 Section 9.4

	 Interest
	  	 Recital A

	 Notice Period
	  	 Section 9.4

	 Partnership
	  	 Recital A

	 Partnership Agreement
	  	 Recital A

	 Partnership Properties
	  	 Article IV

	 Purchase Price
	  	 Section 1.2(a)

	 Seller
	  	 Preamble

	 Survival Date
	  	 Section 9.1(a)


  
 Section 11.3.
References and Construction. All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly
provided otherwise. 
  
 (a) Titles appearing at the beginning of
any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. 
  
 (b) The words “this Agreement,” “this instrument,” “herein,” “hereof,”
“hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. 
  
 (c) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise
requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender. 
  

 -17- 









 (d) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate.

  
 (e) Unless the context otherwise requires or unless otherwise
provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or
document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement. 
  
 (f) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited
to” and corresponding derivative expressions. 
  
 (g) No
consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. 
  
 Section 11.4. Joinder. The General Partner joins in the execution and delivery of this Agreement for the purpose of evidencing its
agreement to the terms of Section 6.6 and 6.9. 
  
 [Remainder of Page Intentionally Left Blank—Signature Pages Follow] 
  

 -18- 









 IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date set
forth above. 
  

			
	 SELLER:
  
 TIFD III-X LLC

		
	 By:
	 	AIRCRAFT SERVICES CORPORATION
		
	 By:
	 	 /s/ Raymond G. Edgar, Jr.


	 Name:
	 	 Raymond G. Edgar, Jr.

	 Title:
	 	 Vice President



  
  
 SIGNATURE PAGE TO LIMITED PARTNER INTEREST 
 PURCHASE AND SALE AGREEMENT 








 IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date set
forth above. 
  

			
	BUYER:
	
	CEI ACQUISITION, L.L.C.
		
	 By:
	 	 /s/ Mark Fischer


	 Name:
	 	 Mark Fischer

	 Title:
	 	 Manager



  

			
	 FOR PURPOSES OF
 SECTION
11.4:

	
	CHAPARRAL OIL, L.L.C.
		
	 By:
	 	 /s/ Mark Fischer


	 Name:
	 	 Mark Fischer

	 Title:
	 	 Manager


  
  
 SIGNATURE PAGE TO LIMITED PARTNER INTEREST 
 PURCHASE AND SALE AGREEMENT









 EXHIBIT 7.3(d) 
  
 ASSIGNMENT OF LIMITED PARTNER INTEREST 
  
 Reference is herein made to that certain Limited Partner Interest Purchase and Sale Agreement dated September 29, 2005,
by and between TIFD III-X LLC, a Delaware limited liability company, and CEI Acquisition, L.L.C., a Delaware limited liability company (the “Agreement”). Capitalized terms used herein but not otherwise defined
herein shall have the respective meanings assigned to them in the Agreement. 
  
 Pursuant to the Agreement (including, without limitation, Article III thereof), Seller does hereby sell, convey, transfer and assign the Interest to Buyer. 
  
 IN WITNESS WHEREOF, this Assignment is executed and delivered as of the Closing Date. 
  

			
	SELLER:
	
	TIFD III-X LLC
		
	 By:
	 	AIRCRAFT SERVICES CORPORATION
		
	 By:
	 	 
	 Name:
	 	 Raymond G. Edgar, Jr.

	 Title:
	 	 Vice President



  

			
	 RECEIVED AND ACCEPTED
 AS
OF THE CLOSING DATE:

	
	CEI ACQUISITION, L.L.C.
		
	 By:
	 	                                       
                                     
 ,

	 Name:
	 	 Mark Fisher

	 Title:
	 	 President


  
 Exhibit 7.3(d) - Page 1 of 1