**EXHIBIT
      2.1**




**STOCK
      PURCHASE AGREEMENT**




**by
      and between**




**ENOGEX
      INC.**




**and**




**ATLAS
      PIPELINE PARTNERS, L.P.**




**Dated
      as of September 21, 2005**







TABLE
      OF
      CONTENTS




PageARTICLE
                I
            
            DEFINITIONS
                AND RULES OF CONSTRUCTION
            11.1
            
            Definitions
            11.2
            
            Rules
                of Construction
            9ARTICLE
                II
            
            PURCHASE
                AND SALE; CLOSING
            102.1
            
            Purchase
                and Sale of Shares
            102.2
            
            Consideration
            102.3
            
            Purchase
                Price Adjustment
            102.4
            
            Final
                Purchase Price
            112.5
            
            The
                Closing
            12ARTICLE
                III
            
            REPRESENTATIONS
                AND WARRANTIES RELATING TO SELLER
            123.1
            
            Organization
                of Seller
            123.2
            
            Authorization;
                Enforceability
            123.3
            
            No
                Conflict; Consents
            123.4
            
            Ownership
                of Shares
            133.5
            
            Litigation
            133.6
            
            Brokers’
                Fees
            13ARTICLE
                IV
            
            REPRESENTATIONS
                AND WARRANTIES RELATED TO EAPC
            134.1
            
            Organization
                of EAPC
            134.2
            
            No
                Conflict; Consents
            144.3
            
            Capitalization
            144.4
            
            Ownership
                of Partnership Interests
            154.5
            
            Litigation
            154.6
            
            EAPC
                Financial Statements
            154.7
            
            EAPC
                Taxes
            164.8
            
            No
                Other Business
            16ARTICLE
                V
            
            REPRESENTATIONS
                AND WARRANTIES RELATING TO NOARK
            165.1
            
            Organization
                of NOARK
            165.2
            
            No
                Conflict; Consents
            165.3
            
            NOARK
                Subsidiaries
            17


i




TABLE
      OF CONTENTS


(continued)


Page5.4
            
            NOARK
                Financial Statements
            175.5
            
            No
                Undisclosed Liabilities
            175.6
            
            Absence
                of Certain Changes
            185.7
            
            Contracts
            185.8
            
            Intellectual
                Property
            195.9
            
            Litigation
            205.10
            
            Employee
                Benefit Plans
            205.11
            
            NOARK
                Taxes
            215.12
            
            Environmental
                Matters
            225.13
            
            Compliance
                with Laws; Permits
            225.14
            
            No
                FERC Proceedings
            235.15
            
            Insurance
            235.16
            
            Labor
                Relations
            235.17
            
            Throughput
                Data and Information
            245.18
            
            Title
                to Assets; Sufficiency
            24ARTICLE
                VI
            
            REPRESENTATIONS
                AND WARRANTIES RELATING TO BUYER
            246.1
            
            Organization
                of Buyer
            256.2
            
            Authorization;
                Enforceability
            256.3
            
            No
                Conflict; Consents
            256.4
            
            Litigation
            256.5
            
            Brokers’
                Fees
            256.6
            
            Financial
                Ability
            256.7
            
            Securities
                Law Compliance
            26ARTICLE
                VII
            
            COVENANTS
            267.1
            
            Conduct
                of Business
            267.2
            
            Access
            277.3
            
            Third
                Party Approvals
            307.4
            
            Regulatory
                Filings
            307.5
            
            Employee
                and Benefit Matters
            30


ii




TABLE
        OF CONTENTS
 (continued)


Page7.6
            
            Seller
                Marks
            337.7
            
            Books
                and Records; Access
            337.8
            
            Notifications
                and Permits; FERC Order 2004; Shared Frequencies
            337.9
            
            Director
                and Officer Indemnification
            347.10
            
            Company
                Guaranties
            347.11
            
            Conversion
                into Single-Member Limited Liability Company
            357.12
            
            Redemption
                of NOARK Notes
            357.13
            
            Seller
                Interconnection Points
            36ARTICLE
                VIII
            
            TAX
                MATTERS
            368.1
            
            Responsibility
                for Filing Tax Returns and Paying Taxes
            368.2
            
            Responsibility
                for Tax Audits and Contests
            368.3
            
            Tax
                Sharing Agreements
            378.4
            
            Tax
                Refunds
            378.5
            
            Transfer
                Taxes
            378.6
            
            Disputes
                over Tax Provisions
            378.7
            
            Indemnification
                for Consolidated Group Tax Liability
            378.8
            
            Section 754
                Election
            37ARTICLE
                IX
            
            CONDITIONS
                TO CLOSING
            379.1
            
            Conditions
                to Obligations of Buyer
            379.2
            
            Conditions
                to the Obligations of Seller
            38ARTICLE
                X
            
            INDEMNIFICATION
            3910.1
            
            Survival
            3910.2
            
            Indemnification
            4010.3
            
            Procedures
            4110.4
            
            Waiver
                of Other Representations
            4310.5
            
            Exclusive
                Remedy and Release
            43ARTICLE
                XI
            
            TERMINATION
            4311.1
            
            Termination
            4311.2
            
            Effect
                of Termination
            44ARTICLE
                XII
            
            MISCELLANEOUS
            44


iii




TABLE
        OF CONTENTS
 (continued)


Page12.1
            
            Notices
            4412.2
            
            Assignment
            4512.3
            
            Rights
                of Third Parties
            4512.4
            
            Expenses
            4612.5
            
            Counterparts
            4612.6
            
            Entire
                Agreement
            4612.7
            
            Disclosure
                Schedule
            4612.8
            
            Acknowledgment
                by Buyer
            4612.9
            
            Amendments
            4612.10
            
            Publicity
            4612.11
            
            Severability
            4712.12
            
            Governing
                Law; Jurisdiction
            47




iv


**LIST
      OF EXHIBITS**




Exhibit A
            Form
                of Transition Services Agreement




**LIST
      OF SCHEDULES**




Schedule 1.1
                (a)
            KnowledgeSchedule 1.1
                (b)
            LiensSchedule 4.6
            EAPC
                Financial StatementsSchedule 4.7
            EAPC
                TaxesSchedule 4.8
            No
                Other BusinessSchedule 5.2
            Conflict;
                ConsentsSchedule 5.3
            Jurisdictions
                Licensed or QualifiedSchedule 5.4
            NOARK
                Financial StatementsSchedule 5.5
            Undisclosed
                LiabilitiesSchedule 5.6
            Absence
                of Certain ChangesSchedule 5.7
            Material
                ContractsSchedule 5.7
                (c)
            Enforceability
                of Material ContractsSchedule 5.9
            LitigationSchedule 5.10
                (a)
            PlansSchedule 5.10
                (b)
            Description
                of PlansSchedule 5.11
            TaxesSchedule 5.12
            Environmental
                MattersSchedule 5.13
                (b)
            FCC
                LicensesSchedule 5.14
            FERC
                ProceedingsSchedule 5.15
            InsuranceSchedule 5.16
            Labor
                RelationsSchedule 5.17
            Throughput
                Data and Information




v


TABLE
        OF CONTENTS
 (continued)   PageSchedule 5.18
                Title
                    to Assets; SufficiencySchedule 6.3
                No
                    Conflict; ConsentsSchedule 6.6
                Financing
                    CommitmentSchedule 7.5
                    (a)
                Eligible
                    EmployeesSchedule 7.5
                    (h)
                Severance
                    Benefits




vi




**STOCK
      PURCHASE AGREEMENT**


THIS
        STOCK PURCHASE AGREEMENT, dated as of September 21, 2005 (this
“ ***Agreement*** ”),
        is
        entered into by and between Enogex Inc., an Oklahoma corporation (“ ***Seller*** ”),
        and
        Atlas Pipeline Partners, L.P., a Delaware limited partnership (“ ***Buyer*** ”).
 
 **RECITALS**
 
 WHEREAS,
        Enogex Arkansas Pipeline Corporation, an Oklahoma corporation (“ ***EAPC*** ”),
        owns
        a 74% general partner interest and a 1% limited partner interest of NOARK
        Pipeline System, Limited Partnership, an Arkansas limited partnership
        (“ ***NOARK*** ”);
 
 WHEREAS,
        NOARK owns and operates (a) a FERC-regulated interstate natural gas
        transmission pipeline system extending from southeast Oklahoma through Arkansas
        to southeast Missouri known as Ozark Gas Transmission, L.L.C. and
        (b) various natural gas gathering systems that are not subject to FERC
        regulation, as well as associated equipment and systems;
 
 WHEREAS,
        Seller owns all of the issued and outstanding common stock, par value $1.00
        per
        share (the “ ***Shares*** ”)
        of
        EAPC; and
 
 WHEREAS,
        on the terms and subject to the conditions set forth herein, Seller desires
        to
        sell to Buyer, and Buyer desires to purchase from Seller, the
        Shares.
 
 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**
 
 1.1 Definitions .
        As used
        herein, the following terms shall have the following meanings:
 
 “ ***Accountants*** ”
has
        the
        meaning provided such term in Section 2.3(b)(iv) .
 
 “ ***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.
 
 “ ***Aggregate
        Redemption Funding Amount*** ”
shall
        mean the sum of (i) the Redemption Price (as defined in the NOARK
        Indenture) plus (ii) any unpaid interest on the Seller Portion of the NOARK
        Notes accrued to the Designated Redemption Date.
  -
            1 -
  “ ***Agreed
        Rate*** ”
means
        (a) the annual rate of interest published by *The
        Wall Street Journal* as
        one-month LIBOR on the Business Day that interest begins to accrue under Section 2.4 plus
        (b) 250 basis points per annum, such rate to change each month on the
        monthly anniversary of such Business Day based on the quotation of one month
        LIBOR in *The
        Wall Street Journal* on
        the
        latest day on or prior to such anniversary that *The
        Wall Street Journal* is
        published.
 
 “ ***Agreement*** ”
has
        the
        meaning provided such term in the preamble to this Agreement.
 
 “ ***Balance
        Sheet Date*** ”
means
        July 31, 2005.
 
 “ ***Base
        Purchase Price*** ”
has
        the
        meaning provided such term in Section 2.2 .
 
 “ ***Business
        Day*** ”
means
        any day that is not a Saturday, Sunday or legal holiday in the States of
        Oklahoma and New York and that is not otherwise a federal holiday in the
        United
        States.
 
 “ ***Buyer*** ”
has
        the
        meaning provided such term in the preamble to this Agreement.
 
 “ ***Buyer
        Indemnified Parties*** ”
has
        the
        meaning provided such term in Section 10.2(b) .
 
 “ ***CERCLA*** ”
means
        the Federal Comprehensive Environmental Response Compensation and Liability
        Act,
        as amended, 42 U.S.C. § 9601 et seq.
 
 “ ***Claim
        Notice*** ”
has
        the
        meaning provided such term in Section 10.3(a) .
 
 “ ***Closing*** ”
has
        the
        meaning provided such term in Section 2.5 .
 
 “ ***Closing
        Date*** ”
has
        the
        meaning provided such term in Section 2.5 .
 
 “ ***Closing
        Net Working Capital*** ”
has
        the
        meaning provided such term in Section 2.3(b)(i) .
 
 “ ***Closing
        Payment*** ”
has
        the
        meaning provided in such term in Section 2.3(a) .
 
 “ ***Closing
        Statement*** ”
has
        the
        meaning provided such term in Section 2.3(b) .
 
 “ ***Code*** ”
means
        the Internal Revenue Code of 1986, as amended.
 
 “ ***Company
        Guaranties*** ”
means
        those guaranties, letters of credit, bonds, sureties and other forms of credit
        support or assurances provided by Seller or its Affiliates (other than any
        member of the NOARK Group) in support of obligations of NOARK or any NOARK
        Subsidiary.
 
 “ ***Company
        Securities*** ”
has
        the
        meaning provided such term in Section 4.3(b) .
 
 “ ***Confidentiality
        Agreement*** ”
means
        that certain confidentiality agreement, dated as of June 14, 2005, between
        Buyer and Seller.
 
 “ ***Constituents
        of Concern*** ”
any
        substance defined as a hazardous substance, hazardous waste, hazardous material,
        pollutant or contaminant by any Environmental Law, any petroleumhydrocarbon
        and
        any degradation product of a petroleum hydrocarbon, friable asbestos, or
        PCBs,
        the handling, storage, treatment or exposure of or to which is subject to
        regulation under any Environmental Law.
  -
            2 -
  “ ***Continuing
        Employee*** ”
has
        the
        meaning provided such term in Section 7.5(b) .
 
 “ ***Contract*** ”
means
        any legally binding agreement, commitment, lease, license or contract, but
        excluding Plans.
 
 “ ***Delivering
        Party*** ”
has
        the
        meaning provided such term in Section 2.3(b)(i) .
 
 “ ***Designated
        Redemption Date*** ”
has
        the
        meaning provided such term in Section 7.12 .
 
 “ ***Direct
        Claim*** ”
has
        the
        meaning provided such term in Section 10.3(d) .
 
 “ ***Disclosure
        Schedule*** ”
means
        the schedules attached hereto.
 
 “ ***Dispute
        Notice*** ”
has
        the
        meaning provided such term in Section 8.1 .
 
 “ ***Dollars*** ”
and
        “ ***$*** ”
mean
        the lawful currency of the United States.
 
 “ ***EAPC*** ”
has
        the
        meaning provided such term in the recitals of this Agreement.
 
 “ ***EAPC
        Financial Statements*** ”
has
        the
        meaning provided such term in Section 4.6 .
 
 “ ***Easements*** ”
has
        the
        meaning provided such term in Section 5.18(b) .
 
 “ ***Eligible
        Employees*** ”
has
        the
        meaning provided such term in Section 7.5(a) .
 
 “ ***Environmental
        Law*** ”
means
        all applicable Laws and Environmental Permits of any Governmental Authority
        relating to the protection of health or the environment, including: (a) all
        requirements pertaining to liability for reporting, management, licensing,
        permitting, investigation, and remediation of emissions, discharges, releases,
        or threatened releases of a Constituent of Concern; and (b) all other
        limitations, restrictions, conditions, standards, prohibitions, obligations,
        and
        timetables contained therein or in any notice or demand letter issued, entered,
        promulgated or approved thereunder. The term “ ***Environmental
        Law*** ”
        includes, without limitation, CERCLA, the Federal Water Pollution Control
        Act
        (which includes the Federal Clean Water Act), the Federal Clean Air Act,
        the
        Federal Solid Waste Disposal Act (which includes the Resource Conservation
        and
        Recovery Act), the Federal Toxic Substances Control Act, and the Federal
        Insecticide, Fungicide and Rodenticide Act, each as amended from time to
        time,
        any regulations promulgated pursuant thereto, and any state or local
        counterparts.
 
 “ ***Environmental
        Permits*** ”
all
        permits, licenses, registrations, authorizations, certificates and approvals
        of
        Governmental Authorities relating to or required by Environmental Laws and
        necessary for or held in connection with the conduct of the
        business.
 
 “ ***Existing
        Interconnect*** ”
means
        any pipeline interconnect existing on the date hereof that connects a NOARK
        System with a Seller System.
  -
            3 -
  “ ***ERISA*** ”
means
        the Employee Retirement Income Security Act of 1974, as amended.
 
 “ ***FERC*** ”
means
        the United States Federal Energy Regulatory Commission.
 
 “ ***Financing
        Commitment*** ”
has
        the
        meaning provided such term in Section 6.6 .
 
 “ ***GAAP*** ”
means
        generally accepted accounting principles of the United States, consistently
        applied.
 
 “ ***Governmental
        Authority*** ”
means
        any federal, state, municipal, local or similar governmental authority,
        regulatory or administrative agency, court or arbitral body.
 
 “ ***Hire
        Date*** ”
has
        the
        meaning provided such term in Section 7.5(a) .
 
 “ ***HSR
        Act*** ”
means
        the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
        amended.
 
 “ ***Indebtedness
        for Borrowed Money*** ”
means
        all obligations to any Person for borrowed money, including (a) any
        obligation to reimburse any bank or other Person in respect of amounts paid
        or
        payable under a standby letter of credit or (b) any guaranty with respect
        to indebtedness for borrowed money of another Person.
 
 “ ***Indemnified
        Party*** ”
has
        the
        meaning provided such term in Section 10.3(a) .
 
 “ ***Indemnifying
        Party*** ”
has
        the
        meaning provided such term in Section 10.3(a) .
 
 “ ***Intellectual
        Property*** ”
means
        intellectual property rights, statutory or common law, worldwide, including
        (a) trademarks, service marks, trade dress, slogans, logos and all goodwill
        associated therewith, and any applications or registrations for any of the
        foregoing; (b) copyrights and any applications or registrations for any of
        the
        foregoing; and (c) 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.
 
 “ ***IRS*** ”
means
        Internal Revenue Service of the United States.
 
 “ ***Knowledge*** ”
as
        to
        Seller means the actual knowledge of those persons listed on Schedule
        1.1(a) .
 
 “ ***Law*** ”
means
        any applicable statute, writ, law, common law, rule, regulation, ordinance,
        order, judgment, injunction, award, determination or decree of a Governmental
        Authority, or any requirement under the common law, in each case as in effect
        on
        and as interpreted on the date of this Agreement or on and as of the Closing
        Date, as applicable, unless the context otherwise clearly requires a different
        date, in which case on and as of such date.
 
 “ ***Lien(s)*** ”
means
        any charges, pledges, options, mortgages, deeds of trust, hypothecations,
        encumbrances or security interests.
  -
            4 -
  “ ***Losses*** ”
has
        the
        meaning provided such term in Section 10.2 .
 
 “ ***Management
        Committee*** ”
means
        the committee that manages NOARK pursuant to the Partnership Agreement and
        as
        further defined therein.
 
 “ ***Material
        Adverse Effect*** ”
means,
        with respect to any Person, any circumstance, change or effect that (a) is
        materially adverse to the business, operations (including results of operation),
        assets, liabilities or financial condition of such Person and its Subsidiaries,
        taken as a whole, or (b) that materially impedes the ability of such Person
        or any of its Affiliates to complete the transactions contemplated herein,
        but
        in respect of NOARK and the NOARK Subsidiaries shall exclude for purposes
        of
        clause (a) above any circumstance, change or effect resulting or arising
        from: (i) any change in general economic conditions in the industries or
        markets
        in which NOARK or any of the NOARK Subsidiaries operates; (ii) seasonal
        reductions in revenues and/or earnings of NOARK or any of the NOARK Subsidiaries
        in the ordinary course of its business and consistent with past performance;
        (iii) national or international political conditions, including any
        engagement in hostilities, whether or not pursuant to the declaration of
        a
        national emergency or war, or the occurrence of any military or terrorist
        attack; (iv) changes in Law, GAAP, RAP or the interpretation thereof;
        (v) subject to the final sentence of each of Sections 3.3 , 4.2 and 5.2 ,
        the
        entry into or announcement of this Agreement or actions contemplated by this
        Agreement or the consummation of the transactions contemplated hereby; (vi)
        matters that will be reflected in the determination of the Net Working Capital
        as of the Closing Date; or (vii) the loss of any employee of EAPC, NOARK or
        any Eligible Employee.
 
 “ ***Material
        Contracts*** ”
has
        the
        meaning provided such term in Section 5.7(a) .
 
 “ ***Net
        Working Capital*** ”
means,
        as of any given date, an amount (which may be positive or negative) equal
        to 75%
        of the total current assets of NOARK and the NOARK Subsidiaries as of such
        date *minus* the
        sum
        of 75% of the total current liabilities of NOARK and the NOARK Subsidiaries
        as
        of such date (excluding short-term debt identified on the NOARK Financial
        Statements and excluding accrued interest with respect to the NOARK Notes),
        in
        each case determined in accordance with RAP and without giving effect to
        the
        transactions contemplated hereby. Notwithstanding any provision in this
        Agreement to the contrary, and as illustrated on Schedule 2.2 ,
        for
        purposes of calculating Net Working Capital as of any given date, the cash
        component included in current assets will be the actual EAPC cash allocation
        amount as detailed on the monthly “NOARK Pipeline System, LP Recap of Cash
        Balances Schedule” as of such date.
 
 “ ***NOARK*** ”
has
        the
        meaning provided such term in the recitals to this Agreement.
 
 “ ***NOARK
        Financial Statements*** ”
has
        the
        meaning provided such term in Section 5.4 .
 
 “ ***NOARK
        Group*** ”
means,
        collectively, EAPC, NOARK and the NOARK Subsidiaries.
 
 “ ***NOARK
        Group Documents*** *”* means,
        collectively, all data room materials and all books and records of the NOARK
        Group that relate to the business or operations of EAPC or NOARK on or before
        the Closing Date.
  -
            5 -
  “ ***NOARK
        Indenture*** ”
means
        the Indenture, dated as of June 1, 1998, between NOARK Pipeline Finance
        L.L.C. and UMB Bank, N.A., successor trustee to The Bank of New York (the
        “ ***Trustee*** ”).
 
 “ ***NOARK
        Notes*** ”
means
        the notes in an original aggregate principal amount of $80,000,000
        authenticated, issued and delivered pursuant to the NOARK
        Indenture.
 
 “ ***NOARK
        Permits*** ”
has
        the
        meaning provided such term in Section 5.13(b) .
 
 “ ***NOARK
        Subsidiaries*** ”
means,
        collectively, NOARK Pipeline Finance, L.L.C., an Oklahoma limited liability
        company, Ozark Gas Transmission, L.L.C., an Oklahoma limited liability company,
        Ozark Gas Gathering, L.L.C., an Oklahoma limited liability company, and NOARK
        Energy Services, L.L.C., an Oklahoma limited liability company.
 
 “ ***NOARK
        System*** ”
means
        any pipeline system owned by any member of the NOARK Group on the date
        hereof.
 
 “ ***NOARK
        Workforce*** ”
has
        the
        meaning provided such term in Section 5.16 .
 
 “ ***Objection
        Notice*** ”
has
        the
        meaning provided such term in Section 2.3(b)(iii) .
 
 “ ***Organizational
        Documents*** ”
means
        any charter, certificate of incorporation, articles of association, partnership
        agreements, limited liability company agreements, bylaws, operating agreement
        or
        similar formation or governing documents and instruments.
 
 “ ***Parties*** ”
means
        Seller and Buyer.
 
 “ ***Partnership
        Agreement*** ”
means
        the Amended and Restated Agreement of Limited Partnership of NOARK Pipeline
        System, Limited Partnership, dated as of January 12, 1998, as
        amended.
 
 “ ***Partnership
        Interests*** ”
has
        the
        meaning provided such term in Section 4.4 .
 
 “ ***Permits*** ”
means
        authorizations, licenses, permits, franchises, grants, variances, exemptions,
        consents, approvals, orders or certificates issued by Governmental Authorities; *provided* ,
        right-of-way agreements and similar approvals are not included in the definition
        of Permits.
 
 “ ***Permitted
        Liens*** ”
means
        (a) Liens for Taxes not yet delinquent or being contested in good faith by
        appropriate proceedings and for which appropriate reserves have been
        established, (b) 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 and for which appropriate
        reserves have been established, (c) the rights of lessors and lessees under
        leases, and the rights of third parties under any agreement, executed in
        the
        ordinary course of business and listed on Schedule 1.1(b) ,
        (d) the rights of licensors and licensees under licenses executed in the
        ordinary course of business, (e) restrictive covenants, easements and
        defects, imperfections or irregularities of title, if any, as would not
        reasonably be expected to materially and adverse affect the use or operation
        of
        the assets affected thereby, (f) purchase money Liens and Liens securing
        rental payments under capital lease arrangements listed on Schedule 1.1(b) ,
        (g)
        preferential purchase rights and other similar arrangements listed on Schedule 1.1(b) with
        respect to which consents or waivers are obtained for this transaction or
        as to
        which the time for asserting such rights has expired at the Closing Date
        without
        an exercise of such rights, (h) restrictions on transfer listed on Schedule 1.1(b) with
        respect to which consents or waivers are obtained for this transaction,
        (i) any Liens created pursuant to operating or similar agreements,
        (j) Liens entered into in the ordinary course of business that do not
        secure the payment of Indebtedness for Borrowed Money and that do not materially
        and adversely affect the ability of NOARK to conduct its business,
        (k) Liens referenced in any agreements listed on Schedule 1.1(b) ,
        (l) Liens referenced in the Disclosure Schedules, (m) Liens contained
        in the Organizational Documents of NOARK, (n) Liens listed on Schedule 1.1(b) and
        (o) Liens created by Buyer, or its successors or assigns.
  -
            6 -
  “ ***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.
 
 “ ***Plans*** ”
has
        the
        meaning provided such term in Section 5.10(a) .
 
 “ ***Post-Closing
        Tax Period*** ”
means
        any Tax period (or a portion thereof) that is not a Pre-Closing Tax
        Period.
 
 “ ***Pre-Closing
        Tax Period*** ”
means
        any Tax period (or a portion thereof) ending on or before the Closing
        Date.
 
 “ ***Purchase
        Price*** ”
has
        the
        meaning provided such term in Section 2.2 .
 
 “ ***RAP*** ”
means
        the regulatory accounting principles set forth in the Uniform System of Accounts
        prescribed by the FERC.
 
 “ ***Reasonable
        Efforts*** ”
means
        efforts in accordance with reasonable commercial practice and without the
        incurrence of material expense.
 
 “ ***Receiving
        Party*** ”
has
        the
        meaning provided such term in Section 2.3(b)(i) .
 
 “ ***Representatives*** ”
means
        a
        Person’s directors, officers, employees, agents or advisors (including, without
        limitation, attorneys, accountants, consultants, bankers, financial advisors
        and
        any representatives of those advisors).
 
 “ ***Required
        Contract*** ”
has
        the
        meaning provided such term in Section 7.1(b)(xi) .
 
 “ ***Restricted
        Information*** ”
has
        the
        meaning provided such term in Section 7.2(c) .
 
 “ ***Retention
        Period*** ”
has
        the
        meaning provided such term in Section 7.7(b) .
 
 “ ***Seller*** ”
has
        the
        meaning provided such term in the preamble to this Agreement.
  -
            7 -
  “ ***Seller
        Guaranty*** ”
means
        the Guaranty, dated as of June 1, 1998, by the Seller in favor of the
        Trustee.
 
 “ ***Seller
        Indemnified Parties*** ”
has
        the
        meaning provided such term in Section 10.2(a) .
 
 “ ***Seller
        Marks*** ”
has
        the
        meaning provided such term in Section 7.6 .
 
 “ ***Seller
        Portion*** ”
means
        the portion of the NOARK Notes guaranteed by the Seller Guaranty.
 
 “ ***Seller
        System*** ”
means
        any pipeline system owned by Seller or an Affiliate of Seller that is controlled
        by Seller (other than a member of the NOARK Group).
 
 “ ***Shared
        Frequencies*** ”
means
        those frequencies that (i) are covered by licenses issued by the United
        States Federal Communications Commission that are listed on Schedule 5.13(b) and
        (ii) have been historically shared by Seller and certain members of the
        NOARK Group.
 
 “ ***Shares*** ”
has
        the
        meaning provided such term in the recitals to this Agreement.
 
 “ ***Signatory
        Member*** ”
has
        the
        meaning provided such term in Section 5.7(c) .
 
 “ ***Straddle
        Period*** ”
has
        the
        meaning provided such term in Section 8.1 .
 
 “ ***Submission*** ”
has
        the
        meaning provided such term in Section 2.3(b)(iv) .
 
 “ ***Submission
        Deadline*** ”
has
        the
        meaning provided such term in Section 2.3(b)(iv) .
 
 “ ***Subsidiary*** ”
means,
        with respect to any Person, (a) any corporation, of which a majority of the
        total voting power of shares of stock entitled (without regard to the occurrence
        of any contingency) to vote generally in the election of directors thereof
        is at
        the time owned or controlled, directly or indirectly, by that Person or one
        or
        more of the other Subsidiaries of that Person or a combination thereof or
        (b) any limited liability company, partnership, association or other
        business entity, of which a majority of the partnership or other similar
        ownership interests thereof is at the time owned or controlled, directly
        or
        indirectly, by that Person or one or more Subsidiaries of that Person or
        a
        combination thereof. For purposes of this definition, a Person or Persons
        will
        be deemed to have a majority ownership interest in a limited liability company,
        partnership, association or other business entity if such Person or Persons
        will
        be allocated a majority of limited liability company, partnership, association
        or other business entity gains or losses, or is or controls the managing
        member
        or general partner of such limited liability company, partnership, association
        or other business entity.
 
 “ ***Tax
        Authority*** ”
means
        any Governmental Authority or any subdivision, agency, commission or authority
        thereof, or any quasi-governmental or private body having jurisdiction over
        the
        assessment, determination, collection or imposition of any Tax.
 
 “ ***Tax
        Returns*** ”
means
        any report, return, election, document, estimated tax filing, declaration
        or
        other filing provided to any Governmental Authority including any amendments
        thereto.
  -
            8 -
  “ ***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, alternative minimum, add-on,
        value-added, withholding and other taxes, assessments, charges, duties, fees,
        levies, imposts or other similar charges of any kind, and all estimated taxes,
        deficiency assessments, additions to tax, penalties and interest.
 
 “ ***Third
        Party Claim*** ”
has
        the
        meaning provided such term in Section 10.3(a).
 
 “ ***Transition
        Services Agreement*** ”
has
        the
        meaning provided such term in Section 9.1(f).
 
 “ ***Trustee*** ”
has
        the
        meaning provided such term in the definition of NOARK Indenture.
 
 “ ***United
        States*** ”
means
        United States of America.
 
 1.2 Rules
        of Construction.
 
 (a)
        All
        article, section, schedule and exhibit references used in this Agreement
        are to
        articles and sections of, and 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.
 
 (c)
        With
        respect to Seller, or any member of the NOARK Group, the term “ *ordinary
        course of business* ”
will
        be
        deemed to refer to the ordinary conduct of the Business in a manner consistent
        with the past practices and customs of Seller, or such member of the NOARK
        Group, as the case may be.
 
 (d)
        The
        Parties acknowledge that each Party and its attorney have 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.
 
 (e)
        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.
  -
            9 -
  (f)
        All
        references to currency herein shall be to, and all payments required hereunder
        shall be paid in, Dollars.
 
 (g)
        All
        accounting terms used herein and not expressly defined herein shall have
        the
        meanings given to them under GAAP or RAP, as applicable.
 
 **ARTICLE
        II**
  **PURCHASE
        AND SALE; CLOSING**
 
 2.1 Purchase
        and Sale of Shares .
        At the
        Closing, upon the terms and subject to the conditions set forth in this
        Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer
        shall purchase and acquire from Seller, the Shares, free and clear of any
        Liens
        other than transfer restrictions imposed thereon by applicable securities
        Laws.
 
 2.2 Consideration .
        In
        consideration for the purchase of the Shares contemplated by Section 2.1 ,
        Buyer
        shall pay to Seller an aggregate of $173,247,812 in cash by wire transfer
        of
        immediately available funds to an account designated by Seller, subject to
        adjustment as provided in Section 2.3 (the
“ ***Purchase
        Price*** ”).
        If
        Closing Net Working Capital is less than $10,247,812 then the Purchase Price
        shall be decreased dollar-for-dollar by such amount. If Closing Net Working
        Capital is greater than $10,247,812, then the Purchase Price shall be increased
        dollar-for-dollar by such amount.
 
 2.3 Purchase
        Price Adjustment .
 
 (a) Closing
        Payment .
        At the
        Closing, Buyer shall pay to Seller the Closing Payment in cash by wire transfer
        of immediately available funds to the accounts designated by Seller. The
        “ ***Closing
        Payment*** ”
shall
        be the Purchase Price that would result if the Closing Net Working Capital
        were
        the actual Net Working Capital as of the Balance Sheet Date (as reflected
        in the
        NOARK Financial Statements as of the Balance Sheet Date).
 
 (b) Post-Closing
        Purchase Price Reconciliation .
 
 (i)
        As
        soon as reasonably practicable following the Closing Date, and in any event
        within 30 days thereafter, Buyer shall prepare and deliver to Seller a
        calculation of Closing Net Working Capital as of the Closing Date (“ ***Closing
        Net Working Capital*** ”),
        together with reasonably detailed supporting information (the “ ***Closing
        Statement*** ”), *provided,
        however* ,
        that
        notwithstanding the foregoing, if within such 30-day period Seller is providing
        accounting services under the Transition Services Agreement, and if requested
        in
        writing by Buyer, Seller shall prepare and deliver to Buyer the Closing
        Statement. For purposes of this Section, the Party that prepares and delivers
        the Closing Statement is called the “ ***Delivering
        Party*** ”
and
        the
        Party that receives the Closing Statement is called the “ ***Receiving
        Party*** .”
 
 (ii)
        From
        and after the delivery of the Closing Statement, the Buyer shall provide
        the
        Seller and its Representatives reasonable access to the records and employees
        of
        EAPC and shall cause the employees of EAPC to cooperate in all reasonable
        respects with the Seller in connection with its review of such work papers
        and
        other documents and information relating to the calculation of Closing Net
        Working Capital as of the Closing Date as the Seller shall reasonably request
        and that are available to the Buyer and EAPC or their independent public
        accountants.
  -
            10 -
  (iii)
        Within 45 days after the Receiving Party’s receipt of the Closing
        Statement, the Receiving Party shall notify the Delivering Party as to whether
        the Receiving Party agrees or disagrees with the Closing Statement and, if
        the
        Receiving Party disagrees, such notice shall set forth in reasonable detail
        the
        particulars of such disagreement (“ ***Objection
        Notice*** ”).
        If
        the Receiving Party provides a notice of agreement or does not provide a
        notice
        of disagreement within such 45-day period, then the Receiving Party shall
        be
        deemed to have accepted the calculations and the amounts set forth in the
        Closing Statement delivered by the Delivering Party, which shall then be
        final,
        binding and conclusive for all purposes hereunder. If any such notice of
        disagreement is timely provided, then the Parties shall each use Reasonable
        Efforts for a period of 30 days thereafter to resolve any disagreements
        with respect to the calculations in the Closing Statement.
 
 (iv)
        If,
        at the end of the 30-day resolution period, the Parties are unable to resolve
        any disagreement between them with respect to the preparation of the Closing
        Statement, then each Party shall deliver simultaneously to KPMG LLP (or if
        such
        firm is unwilling or unable to serve, another nationally recognized accounting
        firm mutually agreed on by the Parties; the accounting firm ultimately chosen,
        the “ ***Accountants*** ”))
        the
        Objection Notice and the Closing Statement (each a “ ***Submission*** ”)
        within
        five days of retaining the Accountants (the “ ***Submission
        Deadline*** ”).
        The
        Parties shall instruct the Accountants to (a) determine whether Buyer’s
        Submission or the Seller’s Submission most accurately reflects the calculation
        of Closing Net Working Capital (i.e., the Accountants will not have authority
        to
        select a figure for Closing Net Working Capital other than one of the two
        Submissions), and (b) to deliver its written determination of the selected
        Submission (which Submission shall serve as the definitive figures for Closing
        Net Working Capital) to Seller and Buyer no later than the 20th day after
        the
        Submission Deadline.
 
 (v)
        The
        fees and disbursements of the Accountants shall be paid by the party whose
        Submission is not selected by the Accountants. The determination of the
        Accountant shall be final, binding and conclusive for all purposes hereunder.
        Such amounts as finally determined by the Accountant shall be used to determine
        the Purchase Price.
 
 2.4 Final
        Purchase Price .
        If,
        after Closing Net Working Capital has been determined under Section 2.3(b) ,
        the
        Purchase Price is less than the Closing Payment, Seller shall, within five
        Business Days after the final determination of Closing Net Working Capital
        under Section 2.3(b) ,
        promptly pay to Buyer in cash by wire transfer of immediately available funds
        to
        an account designated by Buyer, an amount equal to such difference. If the
        Closing Payment is less than the Purchase Price, Buyer shall, within five
        Business Days after the final determination of Closing Net Working Capital
        pursuant to Section 2.3(b) ,
        promptly pay to Seller in cash by wire transfer of immediately available
        funds
        to the accounts designated by Seller, an amount equal to such difference.
        Any
        payment due either Buyer or Seller under this Section 2.4 shall
        accrue interest at an annual rate equal to the Agreed Rate, which interest
        shall
        begin to accrue on the Business Day following the day such payment was due
        and
        end on the date such payment is made.
  -
            11 -
  2.5 The
        Closing .
        The
        closing of the transactions contemplated by this Agreement (the “ ***Closing*** ”)
        shall
        take place at the offices of Jones Day, 717 Texas Avenue, Houston, Texas
        77002,
        commencing on the third Business Day following the satisfaction or waiver
        of all
        conditions to the obligations of the Parties set forth in Article IX or such
        other date as Buyer and Seller may mutually determine (the date on which
        the
        Closing occurs is referred to herein as the “ ***Closing
        Date*** ”).
 
 **ARTICLE
        III**
  **REPRESENTATIONS
        AND WARRANTIES RELATING TO SELLER**
 
 Except
        as
        disclosed in the Disclosure Schedule, Seller hereby represents and warrants
        to
        Buyer as follows:
 
 3.1 Organization
        of Seller .
        Seller
        is a corporation, duly incorporated, validly existing and in good standing
        under
        the laws of Oklahoma.
 
 3.2 Authorization;
        Enforceability .
        Seller
        has all requisite corporate 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 corporate action on the part of Seller. This Agreement
        has been duly and validly executed and delivered by Seller, and this Agreement
        constitutes a valid and binding obligation of Seller, enforceable against
        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.
 
 3.3 No
        Conflict; Consents .
        Except
        as would not reasonably be expected to have a Material Adverse Effect on
        the
        ability of Seller to enter into and perform its obligations under this
        Agreement, the execution and delivery of this Agreement by Seller and the
        consummation of the transactions contemplated hereby by Seller do not and
        shall
        not:
 
 (a)
        violate any Law applicable to Seller or require any filing with, consent,
        approval or authorization of, or notice to, any Governmental
        Authority;
 
 (b)
        violate any Organizational Document of Seller;
  -
            12 -
  (c)
        require any filing with or permit, consent or approval of, or the giving
        of any
        notice to, any Person; or
 
 (d)
        (i) breach any Material Contract to which Seller is a party or by which
        Seller may be bound, (ii) result in the termination of any such Material
        Contract, (iii) result in the creation of any Lien under any Material
        Contract or (iv) constitute an event that, after notice or lapse of time or
        both, would result in any such breach, termination or creation of a
        Lien.
 
 For
        purposes of this Section 3.3 ,
        Material Adverse Effect shall be determined without giving effect to clause
        (v) of the exclusions to the definition of Material Adverse
        Effect.
 
 3.4 Ownership
        of Shares .
 
 (a)
        Seller owns good and valid title to all of the Shares, and such Shares are
        lawfully owned of record and beneficially by the Seller, free and clear of
        any
        Liens or other limitation or restriction (including any restriction on the
        right
        to vote, sell or otherwise dispose of such shares, subject only to applicable
        securities Laws).
 
 (b)
        The
        Shares are not subject to any voting trust agreement or other contract,
        agreement, arrangement, commitment, option, proxy, right of first refusal
        or
        understanding, including any Contract restricting or otherwise relating to
        the
        voting, dividend rights or disposition of the Shares.
 
 3.5 Litigation .
        As of
        the date of this Agreement (a) there are no lawsuits or actions before any
        Governmental Authority pending or, to the Knowledge of Seller, threatened
        in
        writing against Seller that would reasonably be expected to have a Material
        Adverse Effect on the ability of Seller to perform its obligations under
        this
        Agreement and (b) there are no orders or unsatisfied judgments from any
        Governmental Authority binding upon Seller that would reasonably be expected
        to
        have a Material Adverse Effect on the ability of Seller to perform its
        obligations under this Agreement.
 
 3.6 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 Seller or any of its Affiliates. No Person other than Seller has
        any
        liability or obligations for any costs or expenses related to Seller’s
        engagement of Lehman Brothers, Inc.
 
 **ARTICLE
        IV**
  **REPRESENTATIONS
        AND WARRANTIES RELATED TO EAPC**
 
 Except
        as
        disclosed in the Disclosure Schedule, Seller hereby represents and warrants
        to
        Buyer as follows:
 
 4.1 Organization
        of EAPC .
        EAPC is
        a corporation, duly incorporated, validly existing and in good standing under
        the laws of Oklahoma and has the requisite corporate power and authority
        to own
        or lease its assets and to conduct its business as it is now being
        conducted.
  -
            13 -
  EAPC
        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 reasonably be expected to have a Material Adverse Effect
        on
        EAPC or NOARK. Seller has made available to Buyer true copies of all existing
        Organizational Documents of EAPC. The minute books of EAPC, NOARK and each
        NOARK
        Subsidiary, true and complete copies of which have been made available to
        Buyer,
        contain true and correct records of all meetings and other corporate or
        organizational actions held or taken of its stockholders (or, if applicable,
        members) and board of directors or similar governing body (including committees
        thereof). No meeting of any of any such board or body or such committees
        has
        been held for which minutes have not been prepared and are not contained
        in such
        minute books.
 
 4.2 No
        Conflict; Consents .
        Except
        as would not reasonably be expected to have a Material Adverse Effect on
        the
        ability of EAPC to enter into and perform its obligations under this Agreement,
        the execution and delivery of this Agreement by Seller and the consummation
        of
        the transactions contemplated hereby by Seller do not and shall
        not:
 
 (a)
        violate any Law applicable to EAPC or require any filing with, consent, approval
        or authorization of, or notice to, any Governmental Authority;
 
 (b)
        violate any Organizational Document of EAPC;
 
 (c)
        require any filing with or permit, consent or approval of, or the giving
        of any
        notice to, any Person; or
 
 (d)
        (i) breach any Material Contract to which EAPC is a party or by which EAPC
        may be bound, (ii) result in the termination of any such Material Contract,
        (iii) result in the creation of any Lien under any Material Contract or
        (iv) constitute an event that, after notice or lapse of time or both, would
        result in any such breach, termination or creation of a Lien.
 
 For
        purposes of this Section 4.2 ,
        Material Adverse Effect shall be determined without giving effect to clause
        (v) of the exclusions to the definition of Material Adverse
        Effect.
 
 4.3 Capitalization .
 
 (a)
        The
        Shares constitute all of the issued and outstanding shares of capital stock
        of
        EAPC. The Shares are duly authorized, validly issued, fully paid, nonassessable
        and are free and clear of any Lien or other limitation or restriction (including
        any restriction on the right to vote, sell or otherwise dispose of such shares,
        subject only to applicable securities Laws) and were not issued in violation
        of
        any preemptive or other similar right.
 
 (b)
        There
        are no (i) outstanding shares of capital stock, equity interests or other
        securities of EAPC other than the Shares, (ii) outstanding securities of
        EAPC convertible into, exchangeable or exercisable for shares of capital
        stock,
        equity interests or other securities of EAPC, (iii) authorized or
        outstanding options, warrants or other rights to purchase or acquire from
        EAPC,
        or obligations of EAPC to issue, any capital stock, equity interests or other
        securities, including securities convertible into or exchangeable for capital
        stock or other securities of EAPC or (iv) authorized or outstanding bonds,
        debentures, notes or other indebtedness that entitles the holders to vote
        (or
        convertible or exercisable for or exchangeable into securities that entitle
        the
        holders to vote) with holders of shares, units or interests of EAPC on any
        matter (the items in clauses (i), (ii), (iii) and (iv) being referred
        to collectively as the “ ***Company
        Securities*** ”).
        There
        are no outstanding obligations of EAPC to repurchase, redeem or otherwise
        acquire any Company Securities.
  -
            14 -
  (c)
        Except for the Partnership Interests described in Section 4.4 and
        except for any indirect interest in any NOARK Subsidiary, EAPC does not own,
        directly or indirectly, any capital stock, equity interests or other securities
        of any Person. EAPC does not have any Subsidiaries except for NOARK and the
        NOARK Subsidiaries.
 
 4.4 Ownership
        of Partnership Interests .
        EAPC
        has good title to, holds of record and owns beneficially 75% of the partnership
        interests in NOARK comprised of a 74% general partner interest and a 1% limited
        partner interest (collectively, the “ ***Partnership
        Interests*** ”).
        Except as set forth in the Partnership Agreement, EAPC owns the Partnership
        Interests free and clear of any Liens or other limitation or restriction
        (including any restriction on the right to vote, sell or otherwise dispose
        of
        such interests, subject only to applicable securities Laws). The Partnership
        Interests are duly authorized, validly issued, fully paid and nonassessable
        and
        were not issued in violation of any preemptive or other similar right. There
        are
        no (i) outstanding partnership interests, equity interests or other
        securities of NOARK other than the Partnership Interests and the 25% general
        partner interest owned by Southwestern Energy Pipeline Company,
        (ii) outstanding securities of NOARK convertible into, exchangeable or
        exercisable for partnership interests, equity interests or other securities
        of
        NOARK, (iii) authorized or outstanding options, warrants or other rights to
        purchase or acquire from NOARK, or obligations of NOARK to issue, any
        partnership interests, equity interests or other securities, including
        securities convertible into or exchangeable for partnership interests or
        other
        securities of NOARK or (iv) authorized or outstanding bonds, debentures,
        notes or other indebtedness that entitles the holders to vote (or convertible
        or
        exercisable for or exchangeable into securities that entitle the holders
        to
        vote) with holders of interests of NOARK on any matter. There are no outstanding
        obligations of NOARK to repurchase, redeem or otherwise acquire any partnership
        interests in NOARK.
 
 4.5 Litigation .
        As of
        the date of this Agreement (a) there are no lawsuits or actions before any
        Governmental Authority pending or, to the Knowledge of Seller, threatened
        in
        writing against EAPC that would reasonably be expected to have a Material
        Adverse Effect on EAPC or on the ability of Seller to perform its obligations
        under this Agreement and (b) there are no orders or unsatisfied judgments
        from any Governmental Authority binding upon EAPC that would reasonably be
        expected to have a Material Adverse Effect on EAPC or on the ability of Seller
        to perform its obligations under this Agreement.
 
 4.6 EAPC
        Financial Statements . Schedule 4.6 sets
        forth true and complete copies of the unaudited balance sheets of EAPC as
        of
        December 31, 2004 and the Balance Sheet Date (collectively, the
“ ***EAPC
        Financial Statements*** ”).
        The
        EAPC Financial Statements have been prepared in accordance with GAAP and
        present
        fairly in accordance with GAAP, in all material respects, the financial position
        of EAPC as of such dates, except for normal year-end adjustments and the
        absence
        of footnotes.
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            15 -
  4.7 EAPC
        Taxes .
        Except
        as set forth on Schedule 4.7 ,
        or as
        would not reasonably be expected to have a Material Adverse Effect on EAPC,
        (a) all Tax Returns required to be filed by EAPC have been filed,
        (b) all Taxes shown as due on such Tax Returns have been paid,
        (c) there are no Liens on any of the assets of EAPC that arose in
        connection with any failure to pay any Tax, (d) there is no claim pending
        by any Governmental Authority in connection with any Tax, (e) no Tax
        Returns are under audit or examination by any Governmental Authority,
        (f) there are no agreements or waivers currently in effect that provide for
        an extension of time with respect to the filing of any Tax Return or the
        assessment or collection of any Tax, (g) to the Knowledge of Seller, no
        written claim has been made by any Governmental Authority in a jurisdiction
        where EAPC does not file a Tax Return that it is or may be subject to taxation
        in that jurisdiction and (h) EAPC is not a party to any Tax allocation or
        sharing arrangement.
 
 4.8 No
        Other Business .
        Except
        as disclosed on Schedule 4.8 ,
        since
        November 6, 1997, EAPC has not engaged in any business or other activity
        other than in connection with its ownership of the Partnership
        Interests.
 
 **ARTICLE
        V**
  **REPRESENTATIONS
        AND WARRANTIES RELATING TO NOARK**
 
 Except
        as
        disclosed in the Disclosure Schedule, Seller hereby represents and warrants
        to
        Buyer as follows:
 
 5.1 Organization
        of NOARK .
        NOARK
        is duly formed, validly existing and in good standing under the laws of Arkansas
        and has the requisite limited partnership power and authority to own or lease
        its assets and to conduct its business as it is now being conducted. NOARK
        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 reasonably be expected to have a Material Adverse Effect
        on
        the NOARK Group, taken as a whole. Seller has made available to Buyer true
        copies of all existing Organizational Documents of NOARK and each of its
        Subsidiaries.
 
 5.2 No
        Conflict; Consents .
        Except
        as set forth on Schedule 5.2 and
        except as would not reasonably be expected to have a Material Adverse Effect
        on
        the NOARK Group, taken as a whole, the execution and delivery of this Agreement
        by Seller and the consummation of the transactions contemplated hereby by
        Seller
        do not and shall not:
 
 (a)
        violate any Law applicable to NOARK or any NOARK Subsidiary or require any
        filing with, consent, approval or authorization of, or notice to, any
        Governmental Authority;
 
 (b)
        violate any Organizational Document of NOARK or any NOARK
        Subsidiary;
  -
            16 -
  (c)
        require any filing with or permit, consent or approval of, or the giving
        of any
        notice to, any Person; or
 
 (d)
        (i) breach any Material Contract, (ii) result in the termination of
        any such Material Contract, (iii) result in the creation of any Lien under
        any Material Contract, or (iv) constitute an event which, after notice or
        lapse of time or both, would result in any such breach, termination or creation
        of a Lien.
 
 For
        purposes of this Section 5.2 ,
        Material Adverse Effect shall be determined without giving effect to clause
        (v) of the exclusions to the definition of Material Adverse
        Effect.
 
 5.3 NOARK
        Subsidiaries .
        NOARK
        does not have any Subsidiaries except for the NOARK Subsidiaries. Each NOARK
        Subsidiary is duly formed, validly existing and in good standing as a limited
        liability company under the laws of Oklahoma and has the requisite limited
        liability company power and authority to own or lease its assets and to conduct
        its business as it is now being conducted. Schedule 5.3 sets
        forth the jurisdictions in which each NOARK Subsidiary is duly licensed or
        qualified. NOARK has good and valid title to, holds of record and owns
        beneficially 100% of the membership interests in each NOARK Subsidiary, free
        and
        clear of any Liens or other limitation or restriction (including any restriction
        on the right to vote, sell or otherwise dispose of such interests, subject
        only
        to applicable securities Laws) and is the sole member of each NOARK Subsidiary.
        Such membership interests are duly authorized, validly issued, fully paid
        and
        nonassessable and were not issued in violation of any preemptive or other
        similar right.
 
 5.4 NOARK
        Financial Statements . Schedule 5.4 sets
        forth true and complete copies of the following financial statements
        (collectively, the “ ***NOARK
        Financial Statements*** ”):
        (a)
        the audited consolidated balance sheet of NOARK and the NOARK Subsidiaries
        as
        of, and for the year ended, December 31, 2004, together with the related
        audited consolidated statements of income, changes in partners’ capital and cash
        flow for the period then ended prepared in accordance with RAP; and (b) the
        unaudited consolidated balance sheet of NOARK and the NOARK Subsidiaries
        as of,
        and for the year-to-date ended on, the Balance Sheet Date, together with
        the
        related unaudited consolidated statements of income, changes in partners’
capital and cash flow for the period then ended prepared in accordance with
        GAAP. The NOARK Financial Statements present fairly in accordance with RAP
        and
        GAAP, in all material respects, the financial position and the results of
        operations of NOARK and the consolidated NOARK Subsidiaries as of, and for
        the
        periods ended on, such dates, except for normal year-end adjustments and
        the
        absence of footnotes with respect to the NOARK Financial Statements described
        in
        clause (b) of this Section 5.4 .
 
 5.5 No
        Undisclosed Liabilities .
        Except
        as disclosed on Schedule 5.5 ,
        or as
        would not reasonably be expected to have a Material Adverse Effect on the
        NOARK
        Group, taken as a whole, neither NOARK nor any NOARK Subsidiary has any
        Indebtedness for Borrowed Money, obligation or liability of any kind (whether
        accrued, absolute, contingent or otherwise, and whether due or to become
        due)
        that would have been required to be reflected in, reserved against or otherwise
        described on the EAPC Financial Statements or the NOARK Financial Statements
        or
        in the notes thereto in accordance with RAP, that (a) is not shown on the
        EAPC Financial Statements or the NOARK Financial Statements or the notes
        thereto
        or (b) in the case of any obligation or liability other than Indebtedness
        for Borrowed Money, was not incurred in the ordinary course of business since
        the Balance Sheet Date.
  -
            17 -
  5.6 Absence
        of Certain Changes .
        Except
        as disclosed on Schedule 5.6 ,
        since
        the Balance Sheet Date, (a) there has not been any Material Adverse Effect
        on the NOARK Group, taken as a whole, and (b) the business of NOARK and the
        NOARK Subsidiaries has been conducted, in all material respects, only in
        the
        ordinary course of business consistent with past practice.
 
 5.7 Contracts .
 
 (a) Schedule 5.7 contains
        a true and complete listing of (x) all Company Guaranties that have a face
        amount or secure obligations in excess of $50,000 and (y) the following
        Contracts in effect on the date of this Agreement and to which any member
        of the
        NOARK Group is a party (each Contract that is required to be listed on Schedule 5.7 being
“ ***Material
        Contracts*** ”):
 
 (i)
        except for any intercompany indebtedness that will be cancelled prior to
        Closing, each Contract for Indebtedness for Borrowed Money, involving an
        obligation in excess of $250,000;
 
 (ii)
        each
        natural gas transportation and gathering services Contract that individually
        involves revenues to any member of the NOARK Group in excess of $250,000
        for the
        year-to-date period ended on the Balance Sheet Date, other than Contracts
        required to be disclosed pursuant to clause (vi) below;
 
 (iii)
        each Contract involving a remaining commitment by any member of the NOARK
        Group
        to undertake capital expenditures with respect to its business in excess
        of
        $250,000;
 
 (iv)
        each
        Contract for lease of personal property or real property involving aggregate
        payments in excess of $50,000 in any calendar year ending after the date
        hereof;
 
 (v)
        each
        employment Contract involving aggregate payments in excess of $50,000 in
        any
        calendar year ending after the date hereof, and each Contract providing
        retention, severance or project bonus payments in excess of $50,000 individually
        or $100,000 in the aggregate, in each case that have not been paid in full
        as of
        the date of this Agreement;
 
 (vi)
        except for Contracts of the nature described in clause (ii) above, each
        Material Contract between Seller or a Seller Affiliate (other than EAPC or
        NOARK) on the one hand, and any member of the NOARK Group, on the other hand,
        that will survive the Closing;
 
 (vii)
        each Contract that provides for a limit on the ability of any member of the
        NOARK Group to compete in any line of business or with any Person or in any
        geographic area during any period of time after the Closing;
  -
            18 -
  (viii)
        each material swap, option, hedge, futures or similar instrument or Contract
        involving natural gas or other commodity trading;
 
 (ix)
        each
        Contract (A) that includes an indemnity or other obligation (contingent or
        otherwise) of any member of the NOARK Group that has not by its terms expired,
        (B) that grants a an option or preferential purchase right to purchase any
        material assets, properties or rights, (C) that creates a partnership,
        joint venture or other arrangement that involves the sharing of profits or
        expenses (other than the sharing of expenses in connection with natural gas
        pipeline interconnection agreements) or (D) that is a natural gas pipeline
        interconnection agreement; and
 
 (x)
        except for Contracts of the nature described in clauses (i) through (ix)
        above, each Contract involving aggregate payments by or to any member of
        the
        NOARK Group in excess of $250,000 in any calendar year ending after the date
        hereof that cannot be terminated by any member of the NOARK Group party thereto
        upon 60 days or less notice without payment penalty in excess of
        $50,000.
 
 (xi)
        each
        natural gas transportation and gathering services Contract that individually
        involves revenues in excess of $100,000 that is with a customer that accounts
        for an aggregate of at least $250,000 for the year-to-date period ended on
        the
        Balance Sheet Date, excluding Contracts required to be disclosed pursuant
        to
        clause (vi) above, but including in addition such other natural gas
        transportation and gathering services Contracts necessary to cause the revenues
        attributable to the natural gas transportation and gathering services Contracts
        listed on Schedule
        5.7 to
        account for at least 80% of the NOARK Group’s transportation and gathering
        revenue for such period.
 
 (b)
        True
        and complete copies of all Material Contracts and Company Guaranties have
        been
        made available to Buyer.
 
 (c)
        Except as set forth on Schedule 5.7(c) ,
        (i) each Material Contract (other than such Material Contracts with respect
        to which all performance and payment obligations have been fully performed
        or
        otherwise discharged by all parties thereto prior to the Closing), (A) is
        in full force and effect and (B) represents the legal, valid and binding
        obligation of each member of NOARK Group signatory thereto (a “ ***Signatory
        Member*** ”)
        and,
        to the Knowledge of Seller, represents the legal, valid and binding obligation
        of the other parties thereto, in each case enforceable in accordance with
        its
        terms and (ii) no Signatory Member nor, to the Knowledge of Seller, any
        other party is in material breach of any Material Contract, and no Signatory
        Member has received any written or, to the Knowledge of Seller, oral notice
        of
        termination or breach of any Material Contract.
 
 5.8 Intellectual
        Property .
        Except
        as would not reasonably be expected to have a Material Adverse Effect on
        the
        NOARK Group, taken as a whole, to the Knowledge of Seller, (a) the NOARK
        Group owns or has the right to use pursuant to license, sublicense, agreement
        or
        otherwise all items of Intellectual Property required in the operation of
        the
        business of the NOARK Group as presently conducted, (b) no third party has
        asserted in writing against the NOARK Group a claim that the NOARK Group
        is
        infringing on the Intellectual Property of such third party and (c) no
        third party is infringing on the Intellectual Property owned by the NOARK
        Group.
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            19 -
  5.9 Litigation .
        Except
        as set forth on Schedule 5.9 ,
        (a) there are no lawsuits, claims, proceedings, investigations, reviews,
        audits or actions before any Governmental Authority pending or, to the Knowledge
        of Seller, threatened in writing by any Person against NOARK or any NOARK
        Subsidiary that would, individually or in the aggregate, reasonably be expected
        to have a Material Adverse Effect on the NOARK Group, taken as a whole,
        (b) there are no orders, consent agreements or unsatisfied judgments from
        any Governmental Authority binding upon NOARK that would, individually or
        in the
        aggregate, reasonably be expected to have a Material Adverse Effect on the
        ability of Seller to perform its obligations under this Agreement, and
        (c) with respect to the NOARK Workforce, no claims, lawsuits, petitions,
        charges, investigations, complaints, proceedings, suits, demands or actions
        before any Governmental Authority or arbitrator are pending or, to the Knowledge
        of Seller, threatened against any of Seller and Seller’s Affiliates with respect
        to employment and employment practices, terms and conditions of employment
        and
        wages and hours.
 
 5.10 Employee
        Benefit Plans
 
 (a) Schedule 5.10(a) sets
        forth a list of all material employee benefit plans (as defined in
        Section 3(3) of ERISA), and all other material compensation or benefit
        plans, programs, arrangements, contracts or schemes, written, oral, statutory
        or
        contractual (including equity-based programs, bonus arrangements, employment
        contracts and vacation policies), that are maintained, contributed to or
        sponsored by Seller or Seller’s Affiliates (other than any member of the NOARK
        Group) for the benefit of any individual who is included in the NOARK Workforce,
        but excluding, however, any plan or arrangement established and maintained
        by a
        Governmental Authority to which any of Seller or Seller’s Affiliates is required
        to contribute pursuant to applicable Law (collectively, the “ ***Plans*** ”).
        With
        respect to each Plan, Seller has delivered or made available to Buyer a true
        and
        complete copy of each such Plan (including all amendments thereto) and any
        related trust agreement or insurance contract, and (to the extent applicable)
        a
        copy of the most recent IRS determination letter issued in respect of each
        Plan
        that is intended to meet the requirements of Section 401(a) of the Code,
        each
        Plan’s current summary plan description, the most recent actuarial report or
        valuation relating to each Plan subject to Title IV of ERISA and the most
        recent
        annual report on Form 5500 series filed in respect of each
        Plan.
 
 (b)
        Except as set forth on Schedule 5.10(b) ,
        none of
        the Plans (i) is a plan that is or has ever been subject to Title IV of
        ERISA, Section 302 of ERISA or Section 412 of the Code, (ii) is a
“multiemployer plan” as defined in Section 3(37) of ERISA, (iii) is a
        plan maintained in connection with a trust described in Section 501(c)(9)
        of the Code, (iv) is an employment agreement, (v) provides for the payment
        of separation, severance, change of control, termination or similar-type
        benefits to any person or (vi) provides for or promises retiree medical or
        life insurance benefits to any individual included in the NOARK Workforce
        except
        to the extent required by Law. Each of the Plans is subject only to the federal
        or state Laws of the United States or a political subdivision thereof.
  -
            20 -
  (c)
        Each
        Plan is in compliance in all material respects with, and has always been
        operated in all material respects in accordance with, its terms and the
        requirements of all applicable Laws. No action, suit, claim or proceeding
        is
        pending or, to the Knowledge of Seller, threatened with respect to any Plan
        (other than claims for benefits in the ordinary course). To the Knowledge
        of
        Seller, there is no matter pending (other than routine qualification
        determination filings) with respect to any Plan before any Governmental
        Authority.
 
 (d)
        Each
        Plan intended to meet the requirements of Section 401(a) of the Code has
        received a favorable determination letter from the IRS and, to the Knowledge
        of
        Seller, nothing has occurred since the issuance of each such letter that
        could
        reasonably affect its qualification.
 
 (e)
        No
        member of the NOARK Group sponsors, maintains, contributes to or is obligated
        to
        contribute to, or has ever sponsored, maintained, contributed to or been
        obligated to contribute to, any employee benefit plan (as defined in
        Section 3(3) of ERISA) or any other compensation or benefit plan, program,
        arrangement, contract or scheme, written, oral, statutory or contractual
        (including equity-based programs, bonus arrangements, employment contracts
        and
        vacation policies). No member of the NOARK Group has any liability or obligation
        (whether accrued, contingent, secondary or otherwise and whether arising
        under
        Title IV of ERISA or otherwise) to, based upon or arising out of any employee
        benefit plan (as defined in Section 3(3) of ERISA) or any other
        compensation or benefit plan, program, arrangement, contract or scheme, written,
        oral, statutory or contractual (including equity-based programs, bonus
        arrangements, employment contracts and vacation policies) or the employment
        relationship of any employee (past or present) with Seller and Seller’s
        Affiliates.
 
 5.11 NOARK
        Taxes .
        Except
        as set forth on Schedule 5.11 or as
        would not reasonably be expected to have a Material Adverse Effect on the
        NOARK
        Group, taken as a whole, (a) all Tax Returns required to be filed by NOARK
        or
        any NOARK Subsidiary have been filed, (b) all Taxes shown as due on such
        Tax Returns have been paid, (c) there are no Liens on any of the assets of
        NOARK or any NOARK Subsidiary that arose in connection with any failure to
        pay
        any Tax, (d) there is no claim pending by any Governmental Authority in
        connection with any Tax, (e) no Tax Returns are under audit or examination
        by any Governmental Authority, (f) there are no agreements or waivers
        currently in effect that provide for an extension of time with respect to
        the
        filing of any Tax Return or the assessment or collection of any Tax, (g) to
        the Knowledge of Seller, no written claim has been made by any Governmental
        Authority in a jurisdiction where NOARK or any NOARK Subsidiary does not
        file a
        Tax Return that it is or may be subject to taxation in that jurisdiction,
        (h) NOARK is a partnership and each NOARK Subsidiary is a disregarded
        entity for federal income tax purposes and (i) NOARK and the NOARK
        Subsidiaries have collected or withheld and paid over to the appropriate
        Tax
        Authority all Taxes that they were required to collect or
        withhold.
  -
            21 -
  5.12 Environmental
        Matters .
        Except
        as set forth on Schedule 5.12 or as
        would not reasonably be expected to have a Material Adverse Effect on the
        NOARK
        Group, taken as a whole:
 
 (a)
        To
        the Knowledge of Seller, the operations of NOARK and the NOARK Subsidiaries
        have
        been and are in compliance with all Environmental Laws, which compliance
        includes the possession and maintenance in full force and effect of, and
        compliance with, all material Environmental Permits;
 
 (b)
        Neither NOARK nor any NOARK Subsidiary is subject to any outstanding order,
        judgment or arbitration award from, or settlement with, any Governmental
        Authority under any Environmental Laws requiring investigation or remediation
        of
        any Constituents of Concern or the payment of a fine or penalty or has received
        any notice of alleged violation of or potential liability under any
        Environmental Laws, and the operations of NOARK and the NOARK Subsidiaries
        are
        not subject to any remedial obligations under Environmental Laws;
 
 (c)
        Neither NOARK nor any NOARK Subsidiary is subject to any action (or, to Seller’s
        Knowledge, an investigation or inquiry) pending or, to Seller’s Knowledge,
        threatened in writing, whether judicial or administrative, alleging
        noncompliance with or potential liability under any Environmental
        Law;
 
 (d)
        All
        environmental reports relating to the business or operations of NOARK and
        the
        NOARK Subsidiaries prepared by or at the direction of Seller or its Affiliates
        (including NOARK and its Subsidiaries), and all correspondence outside the
        ordinary course of business between NOARK or any NOARK Subsidiary and any
        Governmental Authority addressing potentially material environmental matters,
        as
        well as any other material environmental documents and records maintained
        in the
        ordinary course of business or otherwise required to be maintained by applicable
        Environmental Laws, have been made available to Buyer; and
 
 (e)
        To
        the Knowledge of Seller, there has been no exposure of any Person or property
        to
        Constituents of Concern in connection with the properties and operations
        of
        NOARK and the NOARK Subsidiaries that would be reasonably expected to result
        in
        a claim for damages or compensation.
 
 5.13 Compliance
        with Laws; Permits .
 
 (a)
        NOARK
        and the NOARK Subsidiaries are (and, to Seller’s Knowledge have been) in
        compliance with all applicable Laws, except as otherwise disclosed in this
        Agreement and for noncompliance that would not reasonably be expected to
        have a
        Material Adverse Effect on the NOARK Group, taken as a whole. Notwithstanding
        any provision in this Section 5.13 (or any
        other provision of this Agreement) to the contrary, Section 5.10 , Section 5.11 or Section 5.12 ,
        shall
        be the exclusive representations and warranties with respect to employee
        benefits, Tax and environmental issues, as well as related matters, and no
        other
        representations or warranties are made with respect to such matters, including
        without limitation pursuant to this Section 5.13 .
  -
            22 -
  (b)
        Each
        of NOARK and each of the NOARK Subsidiaries possesses all Permits necessary
        for
        it to own, lease and operate its assets and to lawfully operate and carry
        on its
        business as currently conducted, including the licenses from the United States
        Federal Communications Commission listed on Schedule 5.13(b) (collectively, the “ ***NOARK
        Permits*** ”)
        except
        where the failure to possess any such NOARK Permit would not reasonably be
        expected to have a Material Adverse Effect on the NOARK Group, taken as a
        whole.
        To the Knowledge of Seller, (i) all such Permits are in full force and
        effect, (ii) none of NOARK or any of the NOARK Subsidiaries is in material
        violation or default of, or material conflict with, any material NOARK Permit
        and (iii) there are no lawsuits or other proceedings pending or threatened
        in writing before any Governmental Authority that seek the revocation,
        cancellation, suspension or adverse modification thereof, except as would
        not
        reasonably be expected have a Material Adverse Effect on the NOARK Group,
        taken
        as a whole.
 
 5.14 No
        FERC Proceedings .
        Except
        as disclosed on Schedule 5.14 ,
        as of
        the date of this Agreement, there are no pending, or to the Knowledge of
        Seller,
        threatened FERC proceedings involving NOARK or any NOARK Subsidiary, except
        for
        such proceedings that would not reasonably be expected to have a Material
        Adverse Effect on the NOARK Group, taken as a whole.
 
 5.15 Insurance . Schedule 5.15 contains
        a summary description of all material policies of property, fire and casualty,
        product liability, workers’ compensation and other insurance held by or for the
        benefit of NOARK and the NOARK Subsidiaries as of the date of this Agreement.
        Except as would not reasonably be expected to have a Material Adverse Effect
        on
        the NOARK Group, taken as a whole, (a) there is no claim by NOARK or any of
        the NOARK Subsidiaries pending under any such policies or bonds to which
        coverage has been denied by the underwriters or issuers of such policies
        or
        bonds nor has any denial of coverage or reservation of rights notice been
        given
        by any such underwriter and issuer with respect to a claim that is still
        pending
        and (b) all premiums due under such policies and bonds have been timely paid
        and
        NOARK and the NOARK Subsidiaries have otherwise complied in all material
        respects with the terms and conditions of all such policies and bonds. To
        Seller’s Knowledge, and except as would not reasonably be expected to have a
        Material Adverse Effect on the NOARK Group, taken as a whole, (a) such
        policies of insurance and bonds are in full force and effect and (b) there
        is no threatened termination of, or material alteration of coverage under,
        any
        such policies and bonds.
 
 5.16 Labor
        Relations .
        No
        member of the NOARK Group has, or has ever had, any employees. Schedule 7.5(a) sets
        forth a complete and accurate list of the name, current base salary or hourly
        wages, and date of hire of each Eligible Employee (collectively, the
“ ***NOARK
        Workforce*** ”).
        Except as set forth on Schedule 7.5(a) ,
        (a) there is not any collective bargaining agreement or other labor union
        contract applicable to persons included in the NOARK Workforce, and, to the
        Knowledge of Seller, there are no organizational campaigns, petitions or
        other
        unionization activities focusing on persons included in the NOARK Workforce
        that
        seek recognition of a collective bargaining unit or (b) no strikes,
        material slowdowns or material work stoppages are pending or, to the Knowledge
        of Seller, threatened with respect to the NOARK Workforce.
  -
            23 -
  5.17 Throughput
        Data and Information .
        Attached hereto as Schedule 5.17 are
        historical throughput data and information for the calendar years 2003 and
        2004
        relating to the business of NOARK and the NOARK Subsidiaries. To Seller’s
        Knowledge, such throughput data and information are accurate and complete
        in all
        material respects with respect to the information for each calendar year
        period,
        without representation as to any specific monthly volume. To Seller’s Knowledge,
        subsequent to such period, there have been no material adverse changes in
        the
        volumes of natural gas gathered and transported by NOARK and the NOARK
        Subsidiaries, taken as a whole.
 
 5.18 Title
        to Assets; Sufficiency .
 
 (a) Schedule 5.18 lists
        all of the material items of real property (including Easements) and material
        pipelines, equipment and other tangible personal property used in the conduct
        of
        the business of NOARK and the NOARK Subsidiaries. NOARK or one of the NOARK
        Subsidiaries owns good title to the property included on Schedule 5.18 (other
        than Easements) free and clear of all Liens other than Permitted Liens. The
        real
        and tangible personal property listed on Schedule 5.18 ,
        together with the other real and personal property owned or leased by NOARK
        and
        the NOARK Subsidiaries, include all real property and tangible personal property
        that are necessary for NOARK and the NOARK Subsidiaries to conduct their
        respective businesses in substantially the same manner as the Business currently
        is being conducted.
 
 (b)
        The
        business of NOARK and each of the NOARK Subsidiaries has and is being operated
        in a manner that does not violate (in any manner that would, or that could
        reasonably be expected to, have a Material Adverse Effect on the NOARK Group,
        taken as a whole) the terms of any easements, rights of way, permits,
        servitudes, licenses, leasehold estates and similar rights related to real
        property (collectively, “ ***Easements*** ”)
        used
        by NOARK and the NOARK Subsidiaries in the ordinary operation of its business
        as
        currently conducted. All Easements are valid and enforceable, except as the
        enforceability thereof may be affected by bankruptcy, insolvency or other
        Laws
        of general applicability affecting the rights of creditors generally or
        principles of equity, and grant the rights purported to be granted thereby
        and
        all rights necessary thereunder for the current operation of such businesses,
        except where the failure of any such Easement to be valid and enforceable
        or to
        grant the rights purported to be granted thereby or necessary thereunder
        would
        not have a Material Adverse Effect on the NOARK Group, taken as a whole.
        There
        are no gaps in the Easements, other than gaps that would not reasonably be
        expected to materially impair the conduct of the business of NOARK or any
        of the
        NOARK Subsidiaries as currently conducted, and no part of the material tangible
        assets of NOARK or the NOARK Subsidiaries is located on property that is
        not
        owned in fee by NOARK or one of the NOARK Subsidiaries or subject to an Easement
        in favor of NOARK or one of the NOARK Subsidiaries.
 
 **ARTICLE
        VI**
  **REPRESENTATIONS
        AND WARRANTIES RELATING TO BUYER**
 
 Buyer
        hereby represents and warrants to Seller as follows:
  -
            24 -
  6.1 Organization
        of Buyer .
        Buyer
        is a limited partnership, formed, validly existing and in good standing under
        the laws of Delaware.
 
 6.2 Authorization;
        Enforceability .
        Buyer
        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 Buyer, and no other partnership proceeding on the part of Buyer
        is
        necessary to authorize this Agreement. This Agreement has been duly and validly
        executed and delivered by Buyer, and this Agreement constitutes a valid and
        binding obligation of Buyer, enforceable against 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.
 
 6.3 No
        Conflict; Consents .
        Except
        as disclosed on Schedule 6.3 or as
        would not reasonably be expected to have a Material Adverse Effect on the
        ability of Buyer to enter into and perform its obligations under this Agreement,
        the execution and delivery of this Agreement by Buyer and the consummation
        of
        the transactions contemplated hereby by Buyer do not and shall not:
 
 (a)
        violate any Law applicable to Buyer or require any filing with, consent,
        approval or authorization of, or, notice to, any Governmental
        Authority;
 
 (b)
        violate any Organizational Document of Buyer; or
 
 (c)
        require any filing with or permit, consent or approval of, or the giving
        of any
        notice to, any Person.
 
 6.4 Litigation .
        As of
        the date of this Agreement (a) there are no lawsuits or actions before any
        Governmental Authority pending or threatened in writing against Buyer that
        would
        reasonably be expected to have a Material Adverse Effect on the ability of
        Buyer
        to perform its obligations under this Agreement and (b) there are no orders
        or unsatisfied judgments from any Governmental Authority binding upon Buyer
        that
        would reasonably be expected to have a Material Adverse Effect on the ability
        of
        Buyer to perform its obligations under this Agreement.
 
 6.5 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 Buyer or any
        of
        its Affiliates.
 
 6.6 Financial
        Ability .
        Buyer
        has, through a combination of cash on hand and funds readily and unconditionally
        available under an irrevocable financing commitment from Bank of America,
        N.A.,
        Wachovia Bank, National Association and Wachovia Capital Markets, LLC (the
        " ***Financing
        Commitment*** ”)
        funds
        sufficient to fund the consummation of the transactions contemplated by this
        Agreement and satisfy all other costs and expenses arising in connection
        therewith. A true, correct and complete copy of the Financing Commitment
        is
        attached hereto as Schedule
        6.6 .
        The
        Financing Commitment remains in full force and effect and has not been amended,
        otherwise modified or terminated, nor has Buyer received any notice from
        Bank of
        America, N.A., Wachovia Bank, National Association or Wachovia Capital Markets,
        LLC of any intention to take any such action.
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            25 -
  6.7 Securities
        Law Compliance .
        Buyer
        (a) is acquiring the Shares for its own account and not with a view to
        distribution, (b) has sufficient knowledge and experience in financial and
        business matters so as to be able to evaluate the merits and risk of an
        investment in the Shares and is able financially to bear the risks thereof,
        and
        (c) understands that the Shares will, upon purchase, be characterized as
“restricted securities” under state and federal securities laws and that under
        such laws and applicable regulations the Shares may be resold without
        registration under such laws only in certain limited circumstances.
 
 **ARTICLE
        VII**
  **COVENANTS**
 
 7.1 Conduct
        of Business .
        (a) From the date of this Agreement through the Closing, Seller shall cause
        NOARK and the NOARK Subsidiaries to operate its business in the ordinary
        course
        and, without limiting the generality or effect of the foregoing, Seller will
        use
        its Reasonable Efforts to cause each other member of the NOARK Group to preserve
        intact its business and its relationships with customers, suppliers and others
        having business relationships with the NOARK Group, in each case in all material
        respects.
 
 (b)
        Without limiting the generality or effect of Section 7.1(a) ,
        prior
        to the Closing, Seller shall cause EAPC not to, and none of Seller, EAPC
        or any
        Management Committee designee of Seller or EAPC shall take any action to
        permit
        NOARK or, in respect of Section 7.1(b)(iii) ,
        themselves take any action or permit any Affiliate to take any action,
        to:
 
 (i)
        amend
        its or any of the NOARK Subsidiaries’ Organizational Documents;
 
 (ii)
        liquidate, dissolve, recapitalize or otherwise wind up its
        business;
 
 (iii)
        except as required by Law or in the ordinary course of business, (A) grant
        or
        increase any bonus, salary, severance, termination or other compensation
        or
        benefits or other enhancement to the terms or conditions of employment to
        any
        Eligible Employees (other than bonuses granted at or prior to the Closing
        in
        connection with the transactions contemplated hereby that are paid prior
        to the
        Closing or otherwise taken into account in the calculation of Net Working
        Capital) or (B) adopt, enter into or amend in any material respect any Plan
        or collective bargaining agreement that would affect Eligible
        Employees;
 
 (iv)
        change its accounting methods, policies or practices, except as required
        by
        applicable Law;
 
 (v)
        sell,
        assign, transfer, lease or otherwise dispose of any material non-current
        assets
        except in the ordinary course of business or pursuant to the terms of a Material
        Contract;
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            26 -
  (vi)
        make
        any capital expenditure in excess of $250,000, other than reasonable capital
        expenditures in connection with any emergency or force majeure events affecting
        NOARK or any NOARK Subsidiary;
 
 (vii)
        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
        (other
        than extensions of credit to customers in the ordinary course of
        business);
 
 (viii)
        issue or sell any equity interests, notes, bonds or other securities of any
        member of the NOARK Group (except for intercompany loans from or to Seller
        or
        its Affiliates in the ordinary course of business that will be eliminated
        at or
        prior to Closing), or any option, warrant or right to acquire same, or declare,
        set aside or pay any non-cash dividend or other non-cash
        distribution;
 
 (ix)
        incur, create or assume or modify the terms of any Indebtedness for Borrowed
        Money, make any loans, advances or capital contributions to, or investments
        in,
        any other Person (other than any member of the NOARK Group) or subject any
        asset
        of any member of the NOARK Group to any Lien other than a Permitted
        Lien;
 
 (x)
        compromise, settle, grant any waiver or release any material claims relating
        to
        Litigation;
 
 (xi)
        materially modify the terms of any Material Contract or enter into any (A)
        natural gas gathering or transportation services Contract or other
        revenue-generating Contract that has a term longer than 30 days,
        (B) Contract involving expenditures in excess of $20,000 or
        (C) Contract that would constitute a Material Contract; *provided,
        however* ,
        that in
        no event shall this Section
        7.1(b)(xi) apply to
        any Contract offered to Ozark Gas Transmission, L.L.C. that is required under
        applicable Law to be accepted by Ozark Gas Transmission, L.L.C. without
        modification (a “ ***Required
        Contract*** ”),
        with
        respect to which Required Contracts Seller agrees to give notice to Buyer
        thereof; or
 
 (xii)
        agree, whether in writing or otherwise, to do any of the foregoing.
 
 7.2 Access .
 
 (a)
        From
        the date hereof through the Closing, Seller shall afford to Buyer and its
        authorized Representatives reasonable access, during normal business hours
        and
        in such manner as not to unreasonably interfere with normal operation of
        the
        business, to the properties, books, contracts, records and appropriate officers
        and employees of EAPC and NOARK, and shall furnish such authorized
        Representatives with all financial and operating data and other information
        concerning the affairs of the NOARK Group as Buyer and such Representatives
        may
        reasonably request, provided that Buyer and its authorized Representatives
        will
        not request information, or otherwise contact, any officer, director or employee
        of Seller or any member of the NOARK Group without arranging such contact
        with
        either Patricia D. Horn or Max Myers. Seller shall have the right to have
        a
        Representative present at all times during any such inspections, interviews
        and
        examinations. Additionally, Buyer shall hold in confidence all such information,
        including any information disclosed to Buyer pursuant to Section 7.1(b)(xi) ,
        on the
        terms and subject to the conditions contained in the Confidentiality Agreement.
        Notwithstanding the foregoing, Buyer shall have no right of access to, and
        Seller shall have no obligation to provide to Buyer, information relating
        to
        (i) bids received from others in connection with the transactions
        contemplated by this Agreement (or similar transactions) and information
        and
        analyses (including financial analyses) relating to such bids; (ii) any
        information the disclosure of which would jeopardize any privilege available
        to
        EAPC, NOARK, Seller or any Seller Affiliate relating to such information
        or
        would cause EAPC, NOARK, Seller or any Seller Affiliate to breach a
        confidentiality obligation; or (iii) any information the disclosure of
        which would result in a violation of Law. To the extent reasonably practicable,
        Seller and Buyer shall use Reasonable Efforts to make appropriate substitute
        disclosure arrangements under circumstances in which the restriction of the
        preceding sentence apply. Buyer and Seller shall cooperate to ensure that
        the
        provision of access hereunder to Buyer and its authorized Representatives
        shall
        comply in all respects with the FERC’s Standards of Conduct for Transmission
        Providers set forth in 18 C.F.R. Part 358, et seq.
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            27 -
  (b)
        Buyer
        shall indemnify the Seller Indemnified Parties and their Representatives,
        and
        save them harmless, effective as and from the date hereof, from and against
        any
        claims, demands, actions, causes of action, damages, losses, costs, liabilities,
        or expenses that they or any of them may suffer or incur, or that may be
        made or
        brought against any of them, as a result of, in respect of, or arising out
        of
        any injury to the person or property of Buyer or its Representatives as a
        result
        of, or in connection with any site visits or inspections of the assets or
        properties of any Seller Indemnified Party. THE INDEMNIFICATION PROVISIONS
        IN
        THIS SECTION
        7.2 SHALL BE
        ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM
        INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY
        OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE
        OR
        CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING
        INDEMNIFICATION.
 
 (c)
        From
        and after the Closing Date, Seller shall, and shall cause its Affiliates
        and its
        and their respective Representatives to, keep confidential and not disclose
        all
        information relating to any member of the NOARK Group or any of their respective
        businesses or assets (the “ ***Restricted
        Information*** ”),
        and
        shall not directly or indirectly use such Restricted Information for any
        purpose, except as and to the extent permitted by the terms of this Agreement
        or
        the Transition Services Agreement. The obligation to keep such Restricted
        Information confidential shall continue indefinitely from the Closing Date
        and
        shall not apply to any information that (i) is in the public domain,
        (ii) is published or otherwise becomes part of the public domain through no
        fault of Seller, any of its Affiliates or any of their respective
        Representatives or (iii) becomes available to Seller, any of its Affiliates
        or any of their respective Representatives on a non-confidential basis from
        a
        source that did not acquire such information (directly or indirectly) from
        Seller or Buyer or any of their respective Affiliates or Representatives
        on a
        confidential basis. Notwithstanding the foregoing, Seller may make disclosures
        required by Law and in connection with disputes hereunder; *provided,
        however* ,
        that
        Seller, to the extent practicable, shall provide Buyer with prompt notice
        thereof so that Buyer may seek a protective order or other appropriate remedy
        or
        waive compliance with the provisions of this Section 7.2(c) .
        In the
        event that such protective order or other remedy is not obtained or Buyer
        waives
        compliance with the provisions of this Section
        7.2(c) ,
        Seller
        shall or shall cause the Person required to disclose such Restricted Information
        to furnish only that portion of the information that such Person is legally
        required, and, to the extent practicable, Seller shall exercise its Reasonable
        Efforts to obtain reliable assurance that confidential treatment is accorded
        the
        Restricted Information so furnished.
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            28 -
  (d)
        As
        soon as reasonably practicable following the Closing, Seller shall, in
        accordance with the terms of the applicable confidentiality agreement, request
        from each bidder that entered into a confidentiality agreement with Seller
        regarding the possible acquisition by such bidder of the Shares, that such
        bidder return to NOARK any and all Restricted Information furnished to such
        bidder.
 
 (e)
        All
        Restricted Information shall be subject to the terms and conditions of the
        Confidentiality Agreement, and the Parties understand and agree that the
        terms
        of this Agreement shall be subject to the Confidentiality Agreement. Buyer
        agrees to be bound by the Confidentiality Agreement as if it were an original
        party thereto. Notwithstanding the foregoing, from and after the Closing,
        any
        restrictions contained herein or in the Confidentiality Agreement relating
        to
        Buyer’s use or disclosure of the Restricted Information shall be null and
        void.
 
 (f)
        Commencing promptly after the execution of this Agreement, Seller will provide
        representatives of Buyer during normal business hours, at no cost or expense
        to
        Seller and at the sole cost and expense of Buyer, with access to (and, in
        the
        case of clauses (ii) and (iii), reasonable assistance from) (i) data,
        including accounting and other books and records, (ii) the accountants
        responsible for the financial statements of the NOARK Group, and
        (iii) appropriate personnel of Seller and Sellers’ Affiliates, in each case
        as reasonably required by Buyer to enable Buyer to prepare with respect to
        EAPC
        and NOARK as soon as practicable (and in any event within 75 days)
        following the execution of this Agreement: (A) GAAP audited balance sheets
        and related statements of income and cash flows for each of its three most
        recent fiscal years, and (B) any other financial statements reasonably
        required by Buyer. Seller agrees to authorize the access to Buyer’s independent
        auditors to the working papers associated with the financial statements of
        the
        NOARK Group. Without limiting the generality of the foregoing, Seller will
        cause
        EAPC to retain Ernst & Young to prepare any such financial statements at
        Buyer’s sole cost and expense. Notwithstanding any provision in this Section 7.2(f) to the
        contrary, under no circumstances shall Seller or any of its Affiliates have
        any
        liability or responsibility for any financial statements prepared in connection
        with this Section 7.2(f) ,
        and
        Buyer shall indemnify and hold harmless Seller and its Affiliates from and
        after
        the Closing for any Losses arising out of or relating to such financial
        statements. Notwithstanding the foregoing, nothing in the immediately preceding
        sentence shall be deemed to be a limitation on the representations set forth
        in Section 4.6 or Section 5.4 .
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            29 -
  7.3 Third
        Party Approvals .
        Buyer
        and Seller 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 Buyer, Seller or their respective Affiliates are required
        to
        obtain in order to consummate the transactions contemplated hereby.
 
 7.4 Regulatory
        Filings .
        From
        the date of this Agreement until the Closing, each of Buyer and Seller shall,
        and shall cause their respective Affiliates to (a) make or cause to be made
        the filings required of such party or any of its Affiliates (and, in the
        case of
        Seller and any of its respective 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 ten Business Days after the date hereof, (b) 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, (c) use Reasonable
        Efforts to cause the expiration of the notice or waiting periods under the
        HSR
        Act and, if applicable, any other Laws with respect to the transactions
        contemplated by this Agreement as promptly as is reasonably practicable,
        (d) 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, (e) 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, (f) 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, (g) use Reasonable Efforts to resolve any
        objections as may be asserted by any Governmental Authority with respect
        to the
        transactions contemplated by this Agreement, and (h) use Reasonable Efforts
        to contest and resist any action or proceeding instituted (or threatened
        in
        writing to be instituted) by any Governmental Authority challenging the
        transactions contemplated by this Agreement as in violation of any Law. 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 such meeting.
 
 7.5 Employee
        and Benefit Matters .
 
 (a) Schedule 7.5(a) sets
        forth a list of certain employees of Seller or its Affiliates (other than
        any
        member of the NOARK Group) who have provided services relating to NOARK’s
        business that Seller and its Affiliates shall make available to Buyer to
        discuss
        potential employment with Buyer after the Closing (such employees being
        collectively the “ ***Eligible
        Employees*** ”).
        Within 10 days after the date of this Agreement, Buyer shall offer
        employment (which shall be contingent on the occurrence of the Closing) to
        each
        Eligible Employee that Buyer desires to employ, and Buyer shall notify Seller
        in
        writing of the identities of the Eligible Employees to whom Buyer has made
        an
        offer. Each offer of employment to a Eligible Employee shall be consistent
        with
        the provisions of this Section 7.5 and
        shall remain open for a period of at least seven days. On or before the date
        that is three Business Days prior to the Closing Date, Buyer shall notify
        Seller
        as to each Eligible Employee who has accepted employment with Buyer and each
        Eligible Employee who has rejected an offer of such employment. Between the
        date
        hereof and the Closing Date, Seller and its Affiliates shall provide Buyer
        with
        reasonable access to the Eligible Employees. Seller and its Affiliates shall
        not
        take any action to discourage any Eligible Employee from accepting an offer
        of
        employment from Buyer. Notwithstanding the foregoing, Buyer acknowledges
        that
        Seller will provide information to Lynn Stout and Howard Henry that would
        outline for such Eligible Employees what their duties and compensation would
        be
        if they were to remain employees of Seller, and no such action shall be deemed
        to violate the provisions of the immediately preceding sentence; *provided,
        however,* that
        if
        such employees remain employees of Seller, then Seller will make such employees
        available to Buyer to provide services for up to four months after the Closing
        Date. Seller will provide to Buyer copies of any such information that is
        provided to either Lynn Stout or Howard Henry. Buyer shall indemnify and
        hold
        harmless Seller and its Affiliates with respect to all Losses relating to
        or
        arising out of the employee selection and employment offer process described
        in
        the preceding provisions of this Section
        7.5(a) (including any claim of discrimination or other illegality in such selection
        and
        offer process). The date of employment commencement with Buyer (the
“ ***Hire
        Date*** ”)
        of
        each Eligible Employee who accepts such employment with Buyer shall be the
        Closing Date; *provided,
        however* that
        with
        respect to any Eligible Employee to whom an employment offer was made and
        who
        does not report for work on the Closing Date because of an illness or injury,
        Buyer, in its sole discretion, may delay such Eligible Employee’s Hire Date to
        the date upon which such individual is able to and does commence active duty
        with Buyer.
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            30 -
  (b)
        For a
        period of at least one year beginning on the Closing Date and subject to
        the
        remaining paragraphs of this Section 7.5 and an
        individual’s continued employment with EAPC, NOARK, Buyer or any of their
        respective Affiliates, Buyer shall cause each Eligible Employee who accepts
        an
        offer of employment from Buyer as provided in Section
        7.5 (a)
        (each, a “ ***Continuing
        Employee*** ”)
        to be
        provided, commencing as of the date the Continuing Employee becomes an employee
        of Buyer or its Affiliates, with (i) base salary or base wage rate (as
        applicable) on a basis at least equal to 104% of the base salary or base
        wage
        rate paid to such Continuing Employee by Seller and its Affiliates to such
        Continuing Employee immediately prior to Closing and (ii) benefits on a
        basis substantially similar to those provided to similarly situated employees
        of
        Buyer and its Affiliates.
 
 (c)
        Buyer
        shall cause each Continuing Employee and the Continuing Employee’s eligible
        dependents (including all such Continuing Employee’s dependents covered
        immediately prior to such Continuing Employee’s Hire Date by a Plan that is a
        group health plan), to (i) be eligible for coverage under group health,
        prescription drug, dental and similar type welfare benefit plans maintained
        by
        Buyer or an Affiliate thereof or that provide benefits to the Continuing
        Employee and such eligible dependents, effective as of such Continuing
        Employee’s Hire Date and (ii) for purposes of satisfying deductibles,
        out-of-pocket maximums or other similar limitations, credit such Continuing
        Employee, for the year during which such coverage under such plans begins,
        with
        any deductibles, co-insurance and co-payments already incurred during such
        year
        under Plans that provide similar benefits; *provided* , *however* ,
        that
        such Continuing Employee shall be responsible for providing the necessary
        information to Buyer based on explanation of benefit forms received by the
        Continuing Employee from the corresponding Plan.
  -
            31 -
  (d)
        Buyer
        shall cause the employee benefit plans and programs maintained after the
        Closing
        by the NOARK Group, Buyer, or Affiliates of Buyer, as the case may be, to
        recognize each Continuing Employee’s years of service and level of seniority
        prior to such Continuing Employee’s Hire Date with Seller and Seller’s
        Affiliates, as the case may be (including service and seniority with any
        other
        employer that was recognized by Seller or Seller’s Affiliates, as the case may
        be), for purposes of terms of employment and eligibility, vesting, benefit
        accrual, retirement eligibility, and benefit determination under such plans
        and
        programs, including paid vacation, paid sick time, severance benefits and
        employer contribution rates under retirement plans (but excluding accrual
        of
        benefits under any defined benefit pension plan), to the same extent as such
        Continuing Employee was entitled immediately prior to his or her Hire Date
        to
        credit for such service for such purposes under any similar employee benefit
        plan of Seller or its Affiliates. Promptly after each Continuing Employee’s Hire
        Date, Seller shall provide written notice to Buyer of such prior service
        credit.
        Buyer shall cause each employee welfare benefit plan or program sponsored
        by
        Buyer or one of its Affiliates that a Continuing Employee may be eligible
        to
        participate in on or after the Closing Date to waive any preexisting condition
        exclusion or any proof of insurability requirement with respect to participation
        and coverage requirements applicable to such Continuing Employee or such
        employee’s dependents, but only to the extent that such exclusions or
        requirements were not imposed with respect to such Continuing Employee and/or
        such employee’s dependents under a corresponding plan maintained by Seller or
        one of its Affiliates.
 
 (e)
        Neither Seller nor any of its Affiliates will, unless acting in accordance
        with
        Buyer’s prior written consent, for the period beginning on the Closing Date and
        ending on the date that is two years after the Closing Date, solicit, encourage
        or induce any Continuing Employee to become an employee of the Seller or
        any of
        its Affiliates; *provided,
        however* ,
        that
        the foregoing restriction shall not apply to any general solicitations not
        directed at any Continuing Employee.
 
 (f)
        Seller shall cause continuation coverage (within the meaning of
        Section 4980B of the Code and the Treasury regulations thereunder) required
        to be provided under any group health plan of Seller or its Affiliates to
        all
        employees of Seller or its Affiliates (and their dependents) who are M & A
        qualified beneficiaries (within the meaning assigned to such term under
        Q&A-4 of Treasury regulation Section 54.4980B-9) with respect to the
        transactions contemplated by this Agreement and who elect such coverage,
        to be
        so provided, but only for the duration of the period to which such individuals
        are entitled to such coverage.
 
 (g)
        Nothing in this Agreement shall require or be construed or interpreted as
        requiring Buyer or any of its Affiliates to continue the employment of any
        of
        their employees (including the Continuing Employees) following the Closing
        Date,
        or, except as otherwise required by this Section 7.5 ,
        to
        prevent Buyer or any of its Affiliates from changing the terms and conditions
        of
        employment (including compensation and benefits) of any of their employees
        (including the Continuing Employees) following the Closing
        Date.
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            32 -
  (h)
        If
        the employment of any Continuing Employee terminates (for any reason other
        than
        death, disability, voluntary termination or a termination for cause) within
        one
        year of the Closing Date, then Buyer shall provide such Continuing Employee
        with
        the severance benefits described on Schedule 7.5(h) .
        Seller
        shall promptly reimburse Buyer for any such severance benefit payments and
        for
        any reasonable costs and expenses (including employment taxes imposed on
        the
        employer) incurred by Buyer in connection with providing such severance
        benefits.
 
 7.6 Seller
        Marks .
        Buyer
        shall obtain no right, title, interest, license or any other right whatsoever
        to
        use the word “OGE” or “Enogex” 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, Buyer agrees that it shall (a) cause EAPC to change
        its name, and will cease to use the name “Enogex Arkansas Pipeline Corporation”
or any other name used by EAPC or any derivative or abbreviation thereof
        in any
        manner, or any name similar to any of the foregoing names, (b) cause EAPC
        and NOARK 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 as a referral or pointer to the acquired website),
        and to
        cease such limited usage of the Seller Marks as promptly as possible after
        the
        Closing and in any event within 90 days following the Closing Date and
        (c) remove, strike over or otherwise obliterate all Seller Marks from all
        assets and all other materials owned, possessed or used by the NOARK Group.
        The
        Parties agree, because damages would be an inadequate remedy, that a Party
        seeking to enforce this Section 7.6 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.
        This
        covenant shall survive indefinitely without limitation as to time.
 
 7.7 Books
        and Records; Access .
        From
        and after the Closing:
 
 (a)
        Seller and its respective Affiliates may retain a copy of any or all of the
        data
        room materials and other books and records relating to the business or
        operations of the NOARK Group on or before the Closing Date.
 
 (b)
        Buyer
        shall preserve and keep a copy of the NOARK Group Documents that are or come
        into Buyer’s possession for a period of at least seven years after the Closing
        Date (the “ ***Retention
        Period*** ”).
        After
        the expiration of the Retention Period, before Buyer shall dispose of any
        NOARK
        Group Documents, Buyer shall give Seller at least 90 days’ prior notice to
        such effect, and Seller shall be given an opportunity, at its cost and expense,
        to remove and retain all or any NOARK Group Documents as Seller may select.
        Buyer shall provide to Seller, at no cost or expense to Seller, full access
        to
        the NOARK Group Documents as remain in Buyer’s possession and full access to the
        properties and employees of Buyer, EAPC and NOARK in connection with matters
        relating to the business or operations of EAPC or NOARK on or before the
        Closing
        Date and any disputes relating to this Agreement.
 
 7.8 Notifications
        and Permits; FERC Order 2004; Shared Frequencies .
 
 (a)
        Buyer
        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.
        Seller shall use Reasonable Efforts to cooperate with Buyer to provide
        information necessary to apply for such Permits.
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            33 -
  (b)
        As
        between Buyer and Seller, from the Closing Date until Seller is no longer
        providing services to Buyer under the Transition Services Agreement, Buyer
        shall
        cause Ozark Gas Transmission, L.L.C. to comply with, and to provide all notices
        and otherwise take all actions required by the regulations promulgated by
        FERC
        under FERC Order No. 2004, as amended, for a Transmission Provider (as such
        term is defined in such order), and, with respect to each Energy Affiliate
        (as
        such term is defined in such order) of Ozark Gas Transmission, L.L.C., Buyer
        shall cause the Energy Affiliate to comply with such regulations, to the
        extent
        that the regulations apply to the Energy Affiliate; *provided,
        however,* that
        Buyer shall not be responsible for any actions or other non-compliance by
        Seller
        or any of its Affiliates (other than any member of the NOARK
        Group).
 
 (c)
        From
        and after the Closing Date, Seller and Buyer will use their respective
        Reasonable Efforts (as defined in the Transition Services Agreement) to share
        the Shared Frequencies. Seller will use its reasonable best efforts to obtain
        substitute frequencies as soon as practicable, and upon Seller’s so obtaining
        any such substitute frequency, Buyer will no longer be under any obligation
        to
        share the corresponding Shared Frequency with Seller (except as expressly
        otherwise agreed pursuant to the Transition Services Agreement in order to
        permit Seller to provide services under the Transition Service
        Agreement).
 
 7.9 Director
        and Officer Indemnification .
        For a
        period of not less than six years after the Closing Date, Buyer shall cause
        the
        Organizational Documents of EAPC and NOARK to continue to include the same
        provisions concerning the exculpation, indemnification, advancement of expenses
        to and holding harmless of, all past and present employees, officers, agents
        and
        directors of such entity for acts or omissions occurring at or prior to the
        Closing as are contained in such documents as of the date of execution of
        this
        Agreement, and Buyer shall cause EAPC and NOARK to jointly and severally
        honor
        all such provisions, including making any indemnification payments and expense
        advancements thereunder. If any indemnifiable claim is asserted or made within
        such six-year period, all rights to indemnification and advancement of expenses
        in respect of such claim shall continue to the extent currently permitted
        under
        the relevant entity’s Organizational Documents until such claim is disposed of
        or all orders in connection with such claim are fully satisfied.
 
 7.10 Company
        Guaranties .
 
 (a)
        Buyer
        shall use Reasonable Efforts to obtain from the respective beneficiary, in
        form
        and substance reasonably satisfactory to Seller, on or before the Closing,
        valid
        and binding written releases of Seller and its Affiliates (other than NOARK
        or
        any NOARK Subsidiary), as applicable, from any liability or obligation, whether
        arising before, on or after the Closing Date, under any Company Guaranty
        in
        effect as of the Closing, including by providing substitute guaranties with
        terms that are at least as favorable to the counterparty as the terms of
        the
        applicable Company Guaranties and by furnishing letters of credit, instituting
        escrow arrangements, posting surety or performance bonds or making other
        arrangements as the counterparty may reasonably request.
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            34 -
  (b)
        Notwithstanding anything to the contrary herein, the Parties acknowledge
        and
        agree that at any time on or after the Closing Date, any of Seller and its
        Affiliates may, in its sole discretion, take any action to terminate, obtain
        release of or otherwise limit its liability under any and all outstanding
        Company Guaranties.
 
 (c)
        Buyer
        shall indemnify and hold harmless Seller and its Affiliates from and after
        the
        Closing for any Losses arising out of or relating to any Company Guaranties,
        whether or not such guaranties have been released.
 
 7.11 Conversion
        into Single-Member Limited Liability Company .
        Prior
        to the Closing, EAPC shall be converted into an Oklahoma single-member limited
        liability company by state law conversion with all related documents and
        instruments to be in form and substance mutually satisfactory to Seller and
        Buyer in their respective reasonable judgments; *provided,
        however,* that
        such
        conversion documents shall provide that EAPC’s name shall be changed to a name
        designated by Buyer at least five Business Days prior to the Closing Date
        that
        is consistent with the provisions of Section 7.6 ; *provided
        further* that
        if
        Buyer fails to timely designate the new name for EAPC, then Seller may choose
        a
        new name that complies with the provisions of Section 7.6 and
        change EAPC’s name to that new name. Upon the conversion of EAPC into a
        single-member limited liability company and thereafter, neither Seller nor
        any
        of its Affiliates will make an election or take any action resulting in EAPC
        being treated as anything other than an entity disregarded from its owner
        for
        federal income tax purposes, and Seller and its Affiliates will file all
        federal
        income Tax Returns in a manner consistent with such disregarded entity status.
        All references in this Agreement to EAPC and the Shares shall thereafter
        refer
        to EAPC as a single-member limited liability company and to 100% of the
        membership interests in EAPC, respectively.
 
 7.12 Redemption
        of NOARK Notes .
        At the
        Closing, Seller and Buyer shall execute and deliver such notices and documents
        as shall be necessary to cause the Trustee to give all redemption notices
        that
        are required to redeem the Seller Portion of the NOARK Notes on the earliest
        date practicable after the Closing Date in accordance with the terms of the
        NOARK Indenture (such date to be referred to herein as the “ ***Designated
        Redemption Date*** ”).
        Seller agrees to deposit with the Trustee at the Closing funds in an amount
        equal to the Aggregate Redemption Funding Amount (calculated as if the
        Designated Redemption Date were to occur on the Closing Date, except that
        the
        accrued interest portion of the Aggregate Redemption Funding Amount shall
        be
        calculated through the Designated Redemption Date). Notwithstanding the
        foregoing, Seller shall remain liable under the Seller Guaranty until the
        Seller
        Portion of the NOARK Notes has been redeemed in full in accordance with the
        NOARK Indenture. If the actual Aggregate Redemption Funding Amount is less
        than
        the amount deposited pursuant to this Section 7.12 ,
        then
        Seller will promptly be repaid any excess funds that were deposited at Closing.
        If the actual Aggregate Redemption Funding Amount is greater than the amount
        deposited pursuant to this Section
        7.12 ,
        then
        Seller will deposit the difference with the Trustee within one Business Day
        after receiving notice of the determination of the actual Redemption Price
        (but
        in no event later than the Designated Redemption Date). If any sinking fund
        or
        other payments on the NOARK Notes are scheduled between the Closing Date
        and the
        Designated Redemption Date, then (i) if NOARK makes such a payment, then
        the Trustee will pay to Buyer an amount from such deposited funds equal to
        the
        Seller Portion of such payment made by NOARK and (ii) if NOARK fails to
        make any such payment and the Seller Guaranty is called upon, then the Trustee
        will use the deposited funds to make the required payment on behalf of Seller
        and such payment will be deemed to be in satisfaction of Seller’s obligations
        with respect to such required payment under the Seller Guaranty. The calculation
        of the Aggregate Redemption Funding Amount that is made as of the Closing
        Date
        shall take into account that all required sinking fund or other payments
        will be
        made in a timely manner between the Closing Date and the Designated Redemption
        Date. Notwithstanding the foregoing provisions of this Section 7.12 ,
        Seller
        may (at its election), instead of depositing the funds directly with the
        Trustee, deposit them into escrow with the financial institution that is
        acting
        as the Trustee (or if such financial institution is unwilling or unable to
        act
        as escrow agent, such other financial institution as shall be mutually agreeable
        to Buyer and Seller). If Seller elects to deposit such funds into escrow,
        then
        Buyer, Seller and such escrow agent shall enter into an escrow agreement
        at
        Closing that is mutually acceptable to Buyer and Seller and that provides
        for
        the release of funds to the Trustee (and, if applicable, to Seller or NOARK)
        in
        a manner consistent with the foregoing provisions of this Section 7.12 .
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            35 -
  7.13 Seller
        Interconnection Points .
        From
        and after the Closing Date, Seller will not take any action to close any
        Existing Interconnect and will not take any action to prevent any customer
        on a
        Seller System from being able to access an Existing Interconnect.
        Notwithstanding any provision in this Section 7.13 to the
        contrary, nothing herein shall require Seller or any of its Affiliates to
        provide access to any customer on a Seller System or to give any such customer
        preferential treatment.
 
 **ARTICLE
        VIII**
  **TAX
        MATTERS**
 
 8.1 Responsibility
        for Filing Tax Returns and Paying Taxes. Seller
        shall file all Tax Returns required to be filed by or with respect to EAPC
        for a
        Pre-Closing Tax Period. Seller shall pay all Taxes owed with respect to a
        Pre-Closing Tax Period to the extent such Taxes are not taken into account
        in
        the calculation of Closing Net Working Capital. Buyer shall file all other
        Tax
        Returns required to be filed by or with respect to EAPC and shall pay all
        other
        Taxes owed. Without limiting the generality of the foregoing, Seller shall
        cause
        EAPC’s federal taxable income for all Pre-Closing Tax Periods to be included on
        the consolidated federal income Tax Returns that include Seller and EAPC
        and
        Seller shall pay all Taxes attributable to such income. Liability for Taxes
        for
        any Tax period that includes but does not end on the Closing Date (a
“ ***Straddle
        Period*** ”)
        shall
        be apportioned as follows: Property and similar ad valorem Taxes shall be
        apportioned on a ratable daily basis. All other Taxes, including income Taxes,
        shall be apportioned based on an interim closing of the books of each member
        of
        the NOARK Group as of the end of the Closing Date. Buyer and Seller shall
        each
        provide the other with all information reasonably necessary to prepare a
        Tax
        Return.
 
 8.2 Responsibility
        for Tax Audits and Contests. Seller
        shall control any audit or contest with respect to a Pre-Closing Tax Period
        and
        Buyer shall control any other audit or contest; *provided,
        however* ,
        that
        the Party with the greater potential Tax liability shall control any audit
        or
        contest with respect to a Straddle Period. Neither Buyer nor Seller shall
        settle
        any audit or contest in a way that would adversely affect the other Party
        without the other Party’s written consent, which the other Party shall not
        unreasonably withhold. Buyer and Seller shall each provide the other with
        all
        information reasonably necessary to conduct an audit or contest with respect
        to
        Taxes.
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            36 -
  8.3 Tax
        Sharing Agreements. Any Tax
        sharing agreement between Seller and EAPC shall be terminated as of the Closing
        Date and shall have no further effect with respect to any Pre-Closing Tax
        Period
        or Post-Closing Tax Period.
 
 8.4 Tax
        Refunds. Seller
        shall be entitled to any refund of Taxes paid with respect to a Pre-Closing
        Tax
        Period. Buyer shall be entitled to any refund of Taxes paid with respect
        to a
        Post-Closing Tax Period. Refunds for a Straddle Period shall be apportioned
        based on the Taxes that were paid by or on behalf of Buyer and Seller. If
        a
        Party receives a refund to which the other Party is entitled, the Party
        receiving the refund shall pay it to the Party entitled to the refund within
        two
        Business Days after receipt.
 
 8.5 Transfer
        Taxes. Buyer
        shall be responsible for and indemnify Seller against any state or local
        transfer, sales, use, stamp, registration or other similar Taxes resulting
        from
        the transactions contemplated by this Agreement.
 
 8.6 Disputes
        over Tax Provisions. The
        Accountants shall resolve any dispute between Buyer and Seller over the
        application of this Article VIII substantially in the manner described in Section 2.3(b) .
 
 8.7 Indemnification
        for Consolidated Group Tax Liability. Seller
        shall indemnify Buyer from and against any liability for Taxes of any person
        (other than EAPC) that arises under Treasury Regulation § 1.1502-6 or any
        comparable provision of state or local law.
 
 8.8 Section 754
        Election .
        EAPC
        shall cause a valid election under Section 754 of the Code to be in effect
        as of the Closing Date with respect to NOARK.
 
 **ARTICLE
        IX**
  **CONDITIONS
        TO CLOSING**
 
 9.1 Conditions
        to Obligations of Buyer .
        The
        obligation of Buyer 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 Buyer:
 
 (a) Representations,
        Warranties and Covenants of Seller .
        (i) Each of the representations and warranties of Seller made in this
        Agreement will be true and correct as of the date of this Agreement and as
        of
        the Closing (as if made anew at and as of the Closing), except where the
        breach
        of a representation or warranty (individually or when aggregated with any
        other
        breaches of representations and warranties) would not reasonably be expected
        to
        have a Material Adverse Effect on the NOARK Group, taken as a whole; (ii)
        Seller
        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 Seller on or before the Closing; and (iii) Seller shall have
        delivered to Buyer a certificate, dated the Closing Date, certifying that
        the
        conditions specified in this Section 9.1(a) have
        been fulfilled;
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            37 -
  (b) Third
        Party Consents; Governmental Approvals .
        All
        consents, approvals or waivers, if any, disclosed on any schedule to this
        Agreement or otherwise required in connection with the consummation of the
        transactions contemplated by this Agreement have been received. All of the
        consents, approvals, authorizations, exemptions and waivers from Governmental
        Authorities that will be required to enable Buyer to consummate the transactions
        contemplated by this Agreement have been obtained;
 
 (c) No
        Injunction, Etc. No
        provision of any applicable Law and no order will be in effect that will
        prohibit or restrict the consummation of the Closing;
 
 (d) No
        Proceedings .
        No
        proceeding challenging this Agreement or the transactions contemplated hereby
        or
        seeking to prohibit, alter, prevent or materially delay the Closing or seeking
        Losses from Seller incident to this Agreement or the transactions contemplated
        hereby, will have been instituted by any Person before any Governmental
        Authority and be pending.
 
 (e) Certificates
        for Shares .
        Seller
        shall have delivered to Buyer stock certificates representing the Shares,
        duly
        endorsed in blank or accompanied by stock powers with all requisite transfer
        tax
        stamps attached (or an assignment of membership interests reasonably acceptable
        to Buyer and duly executed by Seller);
 
 (f) Transition
        Services Agreement .
        Seller
        shall have delivered to Buyer an executed counterpart of the Transition Services
        Agreement, dated as of the Closing Date, substantially in the form of Exhibit A attached
        hereto (the “ ***Transition
        Services Agreement”*** );
 
 (g) Resignations
        of Officers and Directors .
        The
        resignations (or evidence of removal) of each officer or director of EAPC,
        each
        member of the Management Committee of NOARK that is also an employee of Seller
        and each officer of NOARK that is also an employee of Seller, in each case
        effective as of the Closing; and
 
 (h) Other
        Deliveries .
        Seller
        shall have delivered such other certificates, instruments of conveyance,
        and
        documents as may be reasonably requested by Buyer and agreed to by Seller
        prior
        to the Closing Date to carry out the intent and purposes of this
        Agreement.
 
 9.2 Conditions
        to the Obligations of Seller .
        The
        obligation of Seller 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 Seller:
 
 (a) Representations,
        Warranties and Covenants of Buyer .
        (i) Each of the representations and warranties of Buyer made in this
        Agreement will 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 the Closing),
        except where the accuracy of a representation or warranty (individually or
        when
        aggregated with any other breaches of representations and warranties) would
        not
        reasonably be expected to have a Material Adverse Effect; (ii) Buyer 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
        Buyer on or before the Closing; and (iii) Buyer shall have delivered to
        Seller a certificate, dated the Closing Date, certifying that the conditions
        specified in this Section 9.2(a) have
        been fulfilled;
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            38 -
  (b) Third
        Party Consents; Governmental Approvals .
        All
        consents, approvals or waivers, if any, disclosed on any schedule to this
        Agreement or otherwise required in connection with the consummation of the
        transactions contemplated by this Agreement have been received. All of the
        consents, approvals, authorizations, exemptions and waivers from Governmental
        Authorities that will be required to enable Seller to consummate the
        transactions contemplated by this Agreement have been obtained;
 
 (c) No
        Injunction, Etc .
        No
        provision of any applicable Law and no order will be in effect that will
        prohibit or restrict the consummation of the Closing;
 
 (d) No
        Proceedings .
        No
        proceeding challenging this Agreement or the transactions contemplated hereby
        or
        seeking to prohibit, alter, prevent or materially delay the Closing or seeking
        Losses from Seller incident to this Agreement or the transactions contemplated
        hereby, will have been instituted by any Person before any Governmental
        Authority and be pending;
 
 (e) Closing
        Payment .
        Buyer
        shall have delivered the Closing Payment pursuant to Section 2.3(a) ;
 
 (f) Transition
        Services Agreement .
        Buyer
        shall have delivered to Seller an executed counterpart of the Transition
        Services Agreement; and
 
 (g) Other
        Deliveries .
        Buyer
        shall have delivered such other certificates, instruments, and documents
        as may
        be reasonably requested by Seller and agreed to by Buyer prior to the Closing
        Date to carry out the intent and purposes of this Agreement.
 
 **ARTICLE
        X**
  **INDEMNIFICATION**
 
 10.1 Survival .
        The
        representations and warranties in this Agreement and all covenants contained
        in
        this Agreement shall survive the Closing until 12 months after the Closing
        Date, except that (a) the representations and warranties in Section 3.1 (Organization of Seller), Section 3.6 (Brokers’ Fees), Section 6.1 (Organization of Buyer) and Section
        6.5 (Brokers’ Fees) shall survive until the fifth anniversary of the Closing Date;
        (b) the representations and warranties in Section 3.2 (Authorization; Enforceability), Section
        3.4 (Ownership of Shares), Section 4.1 (Organization of EAPC), Section 4.3 (Capitalization), Section 4.4 (Ownership of Partnership Interests), Section 5.1 (Organization of NOARK), Section 5.3 ( NOARK
        Subsidiaries) and Section 6.2 (Authorization; Enforceability) shall survive indefinitely; the representations
        and warranties in Section 5.12
        (Environmental Matters) shall
        survive until the second anniversary of the Closing Date, (d) the
        representations and warranties in Section 4.7 (EAPC
        Taxes), Section 5.10
        (Employee Benefit Matters) and Section 5.11
        (NOARK Taxes) shall
        survive until 30 days after the expiration of the applicable statute of
        limitations, and (d) the representations and warranties and certifications
        contained in the certificates delivered under Section 9.1(a) and Section 9.2(a) will for
        survive for the same duration that the representations and warranties to
        which
        they are applicable survive. Notwithstanding the preceding sentence, any
        representation or warranty in respect of which indemnity may be sought under
        this Agreement will survive the time at which it would otherwise terminate
        pursuant to the preceding sentence if written notice of the inaccuracy or
        breach
        thereof giving rise to such right of indemnity has been given to the Party
        against whom such indemnification may be sought prior to such time; *provided* that
        such
        right of indemnity shall continue to survive and shall remain a basis for
        indemnification hereunder only until the related claim for indemnification
        is
        resolved or disposed of in accordance with the terms of this Article X .
  -
            39 -
  10.2 Indemnification .
 
 (a)
        From
        and after the Closing, Seller will indemnify, defend and hold harmless Buyer
        and
        its officers, members, directors, employees and Affiliates (the “ ***Buyer
        Indemnified Parties*** ”)
        against any and all liabilities, damages, losses, costs and expenses (including
        reasonable attorneys’ and consultants’ fees and expenses) (“ ***Losses*** ”)
        incurred or suffered as a result of, relating to or arising out of (i) any
        failure of any representation or warranty made by Seller in this Agreement
        or
        any closing certificate delivered pursuant to Section 9.1(a) to be
        true and correct as of the Closing (as if made anew at and as of the Closing); *provided* , *however* ,
        that
        for purposes of determining under this Section
        10.2 whether
        a representation or warranty is true and correct and the amount of Losses
        incurred or suffered, any reference to “materiality” or “Material Adverse
        Effect” in such representation or warranty shall be disregarded, (ii) the
        breach of any covenant or agreement made or to be performed by Seller pursuant
        to this Agreement, (iii) the Seller Portion of the NOARK Notes or the
        redemption thereof and (iv) the indemnity by EAPC set forth in
        Section 15.2 of the Omnibus Project Agreement dated as of January 12,
        1998 by and among Seller, EAPC, Southwestern Energy Pipeline Company and
        Southwestern Energy Company. Notwithstanding anything herein to the contrary,
        Seller will not be liable under Section
        10.2(a)(i) (x) except to the extent the aggregate amount of Losses exceeds $3,500,000
        or (y) for Losses in excess of 20% of the Purchase Price; *provided* , *however* ,
        that
        the limitation in clause (x) shall not apply to any breach of
        representation or warranty set forth in Section 3.6, and the limitation in
        clause (y) shall not apply to any breach of representation or warranty set
        forth in Section 3.1 , 3.2 , 3.4 , 3.6 , 4.1 , 4.3 , 4.4 , 4.7 , 5.1 , 5.3 or 5.10 .
 
 (b)
        From
        and after the Closing, Buyer will indemnify, defend and hold harmless Seller
        and
        its officers, members, directors, employees and Affiliates (the “ ***Seller
        Indemnified Parties*** ”)
        against any and all Losses incurred or suffered as a result of, relating
        to or
        arising out of (i) any failure of any representation or warranty made by
        Buyer in this Agreement or any closing certificate delivered pursuant to Section 9.2(a) to be
        true and correct as of the Closing (as if made anew at and as of the Closing),
        (ii) the breach of any covenant or agreement made or to be performed by
        Buyer pursuant to this Agreement and (iii) the operation of the business of
        the NOARK Group after the Closing Date, including, without limitation, any
        involvement whatsoever by NOARK or the NOARK Subsidiaries in any well-head
        measurement cases arising after the Closing Date or with respect to which
        any
        member of the NOARK Group becomes subject after the Closing Date.
  -
            40 -
  (c)
        THE
        INDEMNIFICATION PROVISIONS IN THIS ARTICLE
        X SHALL BE
        ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM
        INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY
        OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE
        OR
        CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING
        INDEMNIFICATION.
 
 10.3 Procedures .
        Claims
        for indemnification under this Agreement shall be asserted and resolved as
        follows:
 
 (a)
        If
        any Person who or which is entitled to seek indemnification under Section
        10.2 (an
“ ***Indemnified
        Party*** ”)
        receives notice of the assertion or commencement of any claim asserted against
        an Indemnified Party by a third party (“ ***Third
        Party Claim*** ”)
        in
        respect of any matter that is subject to indemnification under Section 10.2 ,
        the
        Indemnified Party shall promptly (i) notify the party against whom
        indemnification is sought (the “ ***Indemnifying
        Party*** ”)
        of the
        Third Party Claim and (ii) transmit to the Indemnifying Party a written
        notice (“ ***Claim
        Notice*** ”)
        describing in reasonable detail the nature of the Third Party Claim, a copy
        of
        all papers served with respect to such claim (if any), the Indemnified Party’s
        best estimate of the amount of Losses attributable to the Third Party Claim
        and
        the basis of the Indemnified Party’s request for indemnification under this
        Agreement. Failure to timely provide such Claim Notice shall not affect the
        right of the Indemnified Party’s indemnification hereunder, except to the extent
        the Indemnifying Party is prejudiced by such delay or omission.
 
 (b)
        The
        Indemnifying Party shall have the right to defend the Indemnified Party against
        such Third Party Claim. If the Indemnifying Party notifies the Indemnified
        Party
        that the Indemnifying Party elects to assume the defense of the Third Party
        Claim (such election to be without prejudice to the right of the Indemnified
        Party to dispute whether such claim is an identifiable Loss under this Article X ),
        then
        the Indemnifying Party shall have the right to defend such Third Party Claim
        with counsel selected by the Indemnifying Party (who shall be reasonably
        satisfactory to the Indemnified Party), by all appropriate proceedings, to
        a
        final conclusion or settlement at the discretion of the Indemnifying Party
        in
        accordance with this Section 10.3(b) .
        The
        Indemnifying Party shall have full control of such defense and proceedings,
        including any compromise or settlement thereof; *provided* that
        the
        Indemnifying Party shall not enter into any settlement agreement without
        the
        written consent of the Indemnified Party (which consent shall not be
        unreasonably withheld, conditioned or delayed); *provided
        further* ,
        that
        such consent shall not be required if (i) the settlement agreement contains
        a complete and unconditional general release by the third party asserting
        the
        claim to all Indemnified Parties affected by the claim and (ii) the settlement
        agreement does not contain any sanction or restriction upon the conduct of
        any
        business by the Indemnified Party or its Affiliates. If requested by the
        Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense
        of the Indemnifying Party, to cooperate with the Indemnifying Party and its
        counsel in contesting any Third Party Claim which the Indemnifying Party
        elects
        to contest, including the making of any related counterclaim against the
        Person
        asserting the Third Party Claim or any cross complaint against any Person.
        The
        Indemnified Party may participate in, but not control, any defense or settlement
        of any Third Party Claim controlled by the Indemnifying Party pursuant to
        this Section 10.3(b) ,
        and the
        Indemnified Party shall bear its own costs and expenses with respect to such
        participation.
  -
            41 -
  (c)
        If
        the Indemnifying Party does not notify the Indemnified Party that the
        Indemnifying Party elects to defend the Indemnified Party pursuant to Section
        10.3(b) ,
        then
        the Indemnified Party shall have the right to defend, and be reimbursed for
        its
        reasonable cost and expense (but only if the Indemnified Party is actually
        entitled to indemnification hereunder) in regard to the Third Party Claim
        with
        counsel selected by the Indemnified Party (who shall be reasonably satisfactory
        to the Indemnifying Party), by all appropriate proceedings, which proceedings
        shall be prosecuted diligently by the Indemnified Party. In such circumstances,
        the Indemnified Party shall defend any such Third Party Claim in good faith
        and
        have full control of such defense and proceedings; *provided* , *however* ,
        that
        the Indemnified Party may not enter into any compromise or settlement of
        such
        Third Party Claim if indemnification is to be sought hereunder, without the
        Indemnifying Party’s consent (which consent shall not be unreasonably withheld,
        conditioned or delayed). The Indemnifying Party may participate in, but not
        control, any defense or settlement controlled by the Indemnified Party pursuant
        to this Section 10.3(c) ,
        and the
        Indemnifying Party shall bear its own costs and expenses with respect to
        such
        participation.
 
 (d)
        Any
        claim by an Indemnified Party on account of Losses that does 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 Damages 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.
 
 (e)
        Any
        indemnification payment made pursuant to this Agreement shall be net of any
        insurance proceeds realized by and paid to the Indemnified Party in respect
        of
        such claim, and the amount of any Loss shall take into account any net Tax
        benefits attributable to the circumstance or event giving rise to such
        Loss.
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            42 -
  10.4 Waiver
        of Other Representations
 
 (a)
        EXCEPT THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT,
        NEITHER
        SELLER NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING
        ANY
        REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY,
        IN RESPECT OF THE MEMBERS OF THE NOARK GROUP, THEIR RESPECTIVE BUSINESSES
        OR ANY
        OF THEIR ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO
        MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WITH RESPECT TO
        ANY
        FINANCIAL PROJECTIONS OR FORECASTS RELATING TO NOARK AND THE NOARK SUBSIDIARIES,
        AND ANY SUCH OTHER REPRESENTATION AND WARRANTIES ARE HEREBY
        DISCLAIMED.
 
 (b)
        EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S DIRECT AND INDIRECT
        INTERESTS IN THE MEMBERS OF THE NOARK GROUP AND THEIR RESPECTIVE ASSETS ARE
        BEING TRANSFERRED THROUGH THE SALE OF THE SHARES “AS IS, WHERE IS, WITH ALL
        FAULTS,” AND SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY
        KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY
        OF THE
        MEMBERS OF THE NOARK GROUP AND THEIR RESPECTIVE ASSETS OR THE PROSPECTS
        (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF SUCH MEMBERS OF THE
        NOARK
        GROUP AND THEIR RESPECTIVE ASSETS.
 
 10.5 Exclusive
        Remedy and Release .
        The
        indemnification and remedies set forth in this Article X shall,
        from and after the Closing, constitute the sole and exclusive remedies of
        the
        Parties with respect to any breach of representation or warranty or
        non-performance, partial or total, of any covenant or agreement contained
        in
        this Agreement: *provided,
        however,* that
        nothing in this Section 10.5 shall
        prevent either Party from seeking injunctive or equitable relief in pursuit
        of
        its indemnification claims under this Article X . **Except
        with respect to claims identified in the previous sentence, Buyer hereby
        waives,
        releases, acquits and forever discharges Seller, its officers, directors,
        partners, employees or agents, or any other person acting on behalf of Seller,
        of and from any and all claims, actions, causes of action, demands, rights,
        damages, costs, expenses, Losses or compensation whatsoever, whether direct
        or
        indirect, known or unknown, foreseen or unforeseen, which Buyer now has or
        may
        have or which may arise in the future directly or indirectly, including without
        limitation any of the foregoing that is from or relating to the possession,
        use,
        handling, management, disposal, investigation, remediation, cleanup or release
        of any Constituents of Concern or any Environmental Law applicable
        thereto.**
 
 **ARTICLE
        XI**
  **TERMINATION**
 
 11.1 Termination .
        At any
        time prior to the Closing, this Agreement may be terminated and the transactions
        contemplated hereby abandoned:
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            43 -
  (a)
        by
        the mutual consent of Buyer and Seller as evidenced in writing signed by
        each of
        Buyer and Seller;
 
 (b)
        by
        Buyer, if there has been a material breach by Seller of any representation,
        warranty or covenant contained in this Agreement that has prevented the
        satisfaction of any condition to the obligations of Buyer 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 Seller within 30 days after written notice thereof from
        Buyer;
 
 (c)
        by
        Seller, if there has been a material breach by Buyer of any representation,
        warranty or covenant contained in this Agreement that has prevented the
        satisfaction of any condition to the obligations of Seller 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 Buyer within 30 days after written notice thereof
        from Seller;
 
 (d)
        by
        either Buyer or Seller 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 Buyer or Seller, if the transactions contemplated hereby have not
        been
        consummated by December 31, 2005; *provided,
        however,* that
        neither Buyer nor Seller will be entitled to terminate this Agreement pursuant
        to this Section 11.1(e) if such
        Person’s breach of this Agreement has prevented the consummation of the
        transactions contemplated by this Agreement.
 
 11.2 Effect
        of Termination .
        If this
        Agreement is terminated under Section
        11.1 ,
        all
        further obligations of the Parties under this Agreement will terminate without
        further liability or obligation of either Party to the other Parties hereunder; *provided,
        however* ,
        that no
        Party will be released from liability hereunder if this Agreement is terminated
        and the transactions abandoned by reason of (a) failure of such Party to
        have performed its material obligations under this Agreement or (b) any
        material misrepresentation made by such Party of any matter set forth in
        this
        Agreement. Nothing in this Section 11.2 will
        relieve any Party to this Agreement of liability for breach of this Agreement
        occurring prior to any termination, or for breach of any provision of this
        Agreement that specifically survives termination hereunder. The Confidentiality
        Agreement shall not be affected by a termination of this Agreement.
 
 **ARTICLE
        XII**
  **MISCELLANEOUS**
 
 12.1 Notices .
        All
        notices and other communications between the Parties shall be in writing
        and
        shall be deemed to have been duly given when (i) delivered in person,
        (ii) five days after posting in the United States mail having been sent
        registered or certified mail return receipt requested or (iii) delivered by
        telecopy and promptly confirmed by delivery in person or post as aforesaid
        in
        each case, with postage prepaid, addressed as follows:
 
 (a)
        If to
        Buyer, to:
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            44 -
  Atlas
        Pipeline Partners, L.P.
 1845
        Walnut Street, Suite 1000
 Philadelphia,
        PA 19103
 Fax:
        (215) 546-4785
 Attn:
        Michael Staines
 
 with
        a
        copy to:
 
 Vinson
        & Elkins L.L.P.
 1001
        Fannin St., Suite 2300
 Houston,
        TX 77002
 Fax:
        (713) 615-5649
 Attention:
        Douglas S. Bland, Esq.
 
 (b)
        If to
        Seller, to:
 
 Enogex
        Inc.
 515
        Central Park Dr., Suite 600
 Oklahoma
        City, Oklahoma 73105
 Fax:
        (405) 558-4642
 Attention:
        Max J. Myers and Patricia D. Horn
 
 with
        a
        copy to:
 
 Jones
        Day
 717
        Texas
        Avenue, Suite 3300
 Houston,
        Texas 77002
 Fax:
        (832) 239-3600
 Attention:
        J. Mark Metts, Esq.
 
 or
        to
        such other address or addresses as the Parties may from time to time designate
        in writing.
 
 12.2 Assignment .
        No
        Party shall assign this Agreement or any part hereof without the prior written
        consent of the other Party. Subject to the foregoing, this Agreement shall
        be
        binding upon and inure to the benefit of the Parties and their respective
        permitted successors and assigns; *provided,
        however* ,
        that
        Buyer shall have the right to designate one or more Affiliates to take title
        to
        the Shares, but no such designation shall diminish or otherwise affect any
        of
        Buyer’s obligations under this Agreement.
 
 12.3 Rights
        of Third Parties .
        Except
        for the provisions of Section 7.2(b) , Section 7.2(f) , Section 7.5(a) , Section 7.10(c) and Article X ,
        which
        are intended to be enforceable by the Persons respectively referred to therein,
        nothing expressed or implied in this Agreement is intended or shall be construed
        to confer upon or give any Person, other than the Parties, any right or remedies
        under or by reason of this Agreement.
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            45 -
  12.4 Expenses .
        Except
        as otherwise expressly 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.
 
 12.5 Counterparts .
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument. Any facsimile copies hereof or signature hereon shall, for all
        purposes, be deemed originals.
 
 12.6 Entire
        Agreement .
        This
        Agreement (together with the Disclosure Schedule and exhibits to this Agreement)
        and the Confidentiality Agreement constitute the entire agreement among the
        Parties and supersede any other agreements, whether written or oral, that
        may
        have been made or entered into by or among any of the Parties or any of their
        respective Affiliates relating to the transactions contemplated
        hereby.
 
 12.7 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 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 Seller, in and of itself, that such information is material
        to
        or outside the ordinary course of the business of the NOARK Group or required
        to
        be disclosed on the Disclosure Schedule. Each disclosure in the Disclosure
        Schedule shall be deemed to qualify all representations and warranties of
        Seller
        notwithstanding the lack of a specific cross-reference.
 
 12.8 Acknowledgment
        by Buyer .
        BUYER
        HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM SELLER OR ANY OF ITS
        RESPECTIVE AFFILIATES, EXCEPT AS SET FORTH IN THIS AGREEMENT.
 
 12.9 Amendments .
        This
        Agreement may be amended or modified in whole or in part, and terms and
        conditions may be waived, only by a duly authorized agreement in writing
        which
        makes reference to this Agreement executed by each Party.
 
 12.10 Publicity .
        All
        press releases or other public communications of any nature whatsoever relating
        to the transactions contemplated by this Agreement, and the method of the
        release for publication thereof, shall be subject to the prior written consent
        of Buyer and Seller, which consent shall not be unreasonably withheld,
        conditioned or delayed by such Party; *provided,
        however* ,
        that
        nothing herein shall prevent a Party from publishing such press releases
        or
        other public communications as is necessary to satisfy such Party’s obligations
        at Law or under the rules of any stock or commodities exchange after
        consultation with the other Party.
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            46 -
  12.11 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
        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.
 
 12.12 Governing
        Law; Jurisdiction .
 
 (a)
        This
        Agreement shall be governed and construed in accordance with the Laws of
        the
        State of Oklahoma, without regard to the Laws that might be applicable under
        conflicts of laws principles.
 
 (b)
        The
        Parties agree that the appropriate, exclusive and convenient forum for any
        disputes between any of the Parties hereto arising out of this Agreement
        or the
        transactions contemplated hereby shall be in any state or federal court in
        Oklahoma County, Oklahoma and each of the Parties hereto irrevocably submits
        to
        the jurisdiction of such courts solely in respect of any legal proceeding
        arising out of or related to this Agreement. The Parties further agree that
        the
        Parties shall not bring suit with respect to any disputes arising out of
        this
        Agreement or the transactions contemplated hereby in any court or jurisdiction
        other than the above specified courts. The Parties further agree, to the
        extent
        permitted by Law, that a final and nonappealable judgment against a Party
        in any
        action or proceeding contemplated above shall be conclusive and may be enforced
        in any other jurisdiction within or outside the United States by suit on
        the
        judgment, a certified or exemplified copy of which shall be conclusive evidence
        of the fact and amount of such judgment. Except to the extent that a different
        determination or finding is mandated due to the applicable law being that
        of a
        different jurisdiction, the Parties agree that all judicial determinations
        or
        findings by a state or federal court in Oklahoma with respect to any matter
        under this Agreement shall be binding.
 
 (c)
        To
        the extent that any Party hereto has or hereafter may acquire any immunity
        from
        jurisdiction of any court or from any legal process (whether through service
        or
        notice, attachment prior to judgment, attachment in aid of execution, execution
        or otherwise) with respect to itself or its property, each such party hereby
        irrevocably (i) waives such immunity in respect of its obligations with
        respect to this Agreement and (ii) submits to the personal jurisdiction of
        any court described in Section 12.12(b) .
 
 (d)
        THE
        PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL
        BY
        JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS
        AGREEMENT.
 
 ***[THE
        REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]***
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            47 -
  IN
        WITNESS WHEREOF this Agreement has been duly executed and delivered by each
        Party as of the date first above written.
 **SELLER:****ENOGEX
                    INC.**By:Name:Title:**BUYER:****ATLAS
                    PIPELINE PARTNERS, L.P.**By:Name:Title: