Exhibit 99.b















                               PURCHASE AGREEMENT

                                      AMONG

                               CCE HOLDINGS, LLC,

                         ENRON OPERATIONS SERVICES, LLC,

                       ENRON TRANSPORTATION SERVICES, LLC,

                              EOC PREFERRED, L.L.C.

                                       AND

                                   ENRON CORP.



                            Dated as of June 24, 2004










<PAGE>






                               PURCHASE AGREEMENT

                  PURCHASE   AGREEMENT,   dated  as  of  June  24,   2004  (this
"Agreement"),  by CCE  Holdings,  LLC,  a  Delaware  limited  liability  company
("Purchaser"),  Enron Operations  Services,  LLC, a Delaware  limited  liability
company  ("EOS"),  Enron  Transportation   Services,  LLC,  a  Delaware  limited
liability company ("ETS"),  EOC Preferred,  L.L.C., a Delaware limited liability
company  ("EOC"),   and  Enron  Corp.,  an  Oregon  corporation   ("Enron"  and,
collectively with EOS, ETS and EOC, "Sellers").

                                   WITNESSETH:

                  WHEREAS,  commencing on December 2, 2001, Enron and certain of
its  subsidiaries,  including EOS and ETS, filed voluntary  petitions for relief
under chapter 11 of the Bankruptcy Code (as defined herein); and

                  WHEREAS,  Sellers  collectively  own  100%  of the  membership
interests  (collectively,  the "Equity Interest") of CrossCountry Energy, LLC, a
Delaware limited liability company (the "Company"); and

                  WHEREAS,   the  Company   directly  or  indirectly   owns  (i)
beneficially  an aggregate of one thousand  (1,000) shares of common stock,  par
value  $0.01 per share,  of  Transwestern  Pipeline  Company,  Inc.,  a Delaware
corporation   ("Transwestern"),   which  constitutes  100%  of  the  issued  and
outstanding  shares of capital stock of Transwestern;  (ii) an aggregate of five
hundred  (500)  shares of Class B common  stock,  par value $1.00 per share,  of
Citrus Corp., a Delaware corporation ("Citrus"), which constitutes fifty percent
(50%) of the issued and outstanding shares of capital stock of Citrus;  (iii) an
aggregate of four hundred  (400)  shares of common  stock,  par value $10.00 per
share, of Northern Plains Natural Gas Company, a Delaware corporation ("Northern
Plains"), which constitutes 100% of the issued and outstanding shares of capital
stock of Northern Plains;  (iv) one thousand (1,000) shares of common stock, par
value $1.00 per share, of NBP Services Corporation, a Delaware corporation ("NBP
Services"),  which  constitutes  100% of the  issued and  outstanding  shares of
capital  stock of NBP  Services;  and (v)  100% of the  membership  interest  of
CrossCountry Energy Services, LLC, a Delaware limited liability company ("CES");
and

                  WHEREAS,  Sellers  desire to sell to Purchaser,  and Purchaser
desires to purchase from Sellers,  the Equity Interest  pursuant to the terms of
this Agreement and an Order of the Bankruptcy  Court  approving such sale under,
among other things, sections 105 and 363 of the Bankruptcy Code; and

                  WHEREAS,  certain terms used in this  Agreement are defined in
Section 11.1.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
representations,  warranties, covenants and agreements contained herein, and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties agree
as follows:

                                    ARTICLE I

                      SALE AND PURCHASE OF EQUITY INTEREST

                  1.1 Sale and Purchase of Equity  Interest.  Upon the terms and
subject to the conditions  contained herein, on the Closing Date,  Sellers shall
sell,  assign,  transfer,  convey and deliver to Purchaser,  and Purchaser shall
purchase from Sellers,  the Equity Interest,  free and clear of all Liens (other
than Liens created by Purchaser)  to the extent  permitted  under Section 363 of
the Bankruptcy Code.

                                   ARTICLE II

                           PURCHASE PRICE AND PAYMENT

                  2.1 Purchase Price. The purchase price for the Equity Interest
shall be an amount equal to (i) $2,350,000,000 less the Transwestern Debt Amount
(the "Preliminary  Purchase Price"),  plus (ii) an amount, which may be positive
or  negative,  calculated  pursuant to Schedule  2.1 (the  Preliminary  Purchase
Price, after giving effect to all adjustments  contemplated pursuant to Schedule
2.1, is referred to herein as the "Purchase Price").

                  2.2  Deposit.

                  (a)  Upon  or  prior  to  the  execution  of  this  Agreement,
Purchaser  shall  deposit with  JPMorgan  Chase Bank, in its capacity as Deposit
Escrow Agent (the  "Deposit  Escrow  Agent"),  pursuant to that certain  Deposit
Escrow  Agreement,  dated as of the date hereof,  among  Purchaser,  each of the
Sellers and the Deposit Escrow Agent (the "Deposit  Escrow  Agreement"),  one or
more original  irrevocable  letters of credit (the "Initial Letters of Credit"),
each in the form of Appendix A to the Deposit Escrow Agreement, for an aggregate
amount  equal to  $30,000,000  (the  "Initial  Deposit  Amount") and an original
irrevocable  letter of credit  (the "June 24 Letter of  Credit")  in the form of
Appendix A to the Deposit Escrow  Agreement,  for an amount equal to $20,000,000
(the "June 24 Deposit Amount", and together with the Initial Deposit Amount, the
"Deposit  Amount").  If  Purchaser  is  selected  as the  Winning  Bidder in the
Auction,  Purchaser  will  have the  option  at any time  prior to the  close of
business on the third (3rd)  Business Day after the Approval Order is entered by
the Bankruptcy  Court on the electronic  docket to deliver to the Deposit Escrow
Agent  one or more  additional  original  irrevocable  letters  of  credit  (the
"Additional  Letters of Credit" and, together with the Initial Letters of Credit
and the June 24 Letter of Credit, the "Letters of Credit"),  each in the form of
Appendix A to the Deposit  Escrow  Agreement,  for an aggregate  amount equal to
$30,000,000 (the "Additional  Deposit Amount").  Upon delivery of the Additional
Letters of Credit,  the Deposit Amount shall equal  $80,000,000 for all purposes
herein.  Solely upon the delivery of the Additional  Letters of Credit,  Section
12.18 of this Agreement shall automatically  become binding upon and enforceable
against the  Sellers  without any  further  action by the  parties  hereto.  The
Letters of Credit  will be drawn upon by the  Deposit  Escrow  Agent only in the
circumstances  described in, and to the extent  permitted by, Section 2.2(c) and
the  Deposit  Escrow  Agreement.  The  Letters  of Credit  and any  funds  drawn
thereunder shall be held by the Deposit Escrow Agent and applied, or returned to
Purchaser, in accordance with the provisions of this Section 2.2 and the Deposit
Escrow Agreement. Upon Closing and as provided in Section 2.2(b), the Letters of
Credit and any funds drawn thereunder shall be released to Purchaser.

                  (b) Pursuant to the Deposit Escrow  Agreement,  the Letters of
Credit  shall be  released  and  returned  to  Purchaser  in the event that this
Agreement  is validly  terminated  by (i)  Purchaser  (A)  pursuant  to Sections
3.2(a),  3.2(c),  3.2(d),  3.2(e) or 3.2(h) or (B) pursuant to Section 3.2(b) in
the event that the Closing does not occur on or prior to the Outside Date due to
the  failure to satisfy  the closing  conditions  set forth in Sections  7.1(a),
7.1(b), 7.1(d), 7.1(e), 7.2(a) - (e), or 7.3(d), or (ii) by Sellers (A) pursuant
to Sections 3.2(a),  3.2(c) or 3.2(d),  (B) pursuant to Section 3.2(g) if at the
time of such  termination a Capital Markets Event has occurred and is continuing
such  that the  closing  condition  set  forth in  Section  7.2(d)  would not be
satisfied, (C) pursuant to Section 3.2(b) in the event that the Closing does not
occur on or prior to the Outside  Date due to the failure to satisfy the closing
conditions set forth in Sections 7.1(a), 7.1(b), 7.1(d), 7.1(e) or 7.3(d) or (D)
pursuant  to  Section  3.2(f) in the event that such  termination  by Sellers is
solely based upon a breach of Purchaser's  representations in Section 5.4 due to
an  Action  or  Order  of which  Purchaser  is not  aware as of the date of this
Agreement  that  seeks to  restrain  or  prohibit  or  otherwise  challenge  the
consummation,  legality and validity of the transactions  contemplated hereby or
that directly results from and relates to the execution of this Agreement and in
any such case is filed or  threatened  to be filed  after  the date  hereof by a
Person other than Purchaser,  the Financing  Sources or any of their  respective
Affiliates  or  Representatives   or  any  other  Person  acting,   directly  or
indirectly, on behalf of or at the behest of or with the encouragement of any of
them;  provided,  that the  Letters of Credit  (other than the June 24 Letter of
Credit, unless the Purchaser has not complied with the obligations under Section
6.3 with  respect  to the HSR Act,  or Section  6.18,  in which case the June 24
Letter of Credit  shall be  forfeited  and paid to  Sellers in  accordance  with
Section 2.2(c)) shall not be released or returned to Purchaser in the event that
any  termination  referred to in this  paragraph (b) relates to or arises from a
failure to satisfy the closing  condition set forth in (i) Section  7.1(c) (with
respect to the HSR Act) or (ii) Section 7.2(f); or

                  (c)  Except as  specified  in Section  2.2(b),  upon the valid
termination of this Agreement, the Letters of Credit shall be drawn upon for the
Deposit  Amount and the Deposit  Amount  shall be paid to Sellers as  liquidated
damages,  with each Seller  receiving a pro rata share of the Deposit  Amount in
accordance with each Seller's  Percentage  Interest.  For the avoidance of doubt
and, except as provided in Section 2.2(b), if all of the conditions set forth in
Sections 7.1 and 7.2 have been  satisfied  (assuming  for such purposes that the
Closing would have occurred on the date of termination of this  Agreement),  and
Purchaser  fails to pay the Purchase Price in accordance  with the terms of this
Agreement,  Sellers shall be entitled to the Deposit Amount. Upon the payment to
Sellers of the Deposit  Amount  pursuant  to this  Section  2.2(c),  the parties
hereto and their Affiliates and Representatives  shall,  subject to Section 3.3,
be fully released and discharged from all  liabilities and obligations  under or
resulting from this Agreement, and no party shall have any other remedy or cause
of action against any other party under or relating to this Agreement.

                  2.3 Payment of Purchase Price. At the Closing, Purchaser shall
pay (i) the  Preliminary  Purchase Price plus (ii) the Estimated  Purchase Price
Adjustment to Sellers by wire transfer of  immediately  available  funds into an
account or accounts designated in writing by Sellers.  The parties agree to pay,
if applicable,  the True-up Amount in accordance with Schedule 2.1. The Purchase
Price to be paid to Sellers  under this Section 2.3 shall be paid to each Seller
pro rata in accordance with each Seller's Percentage Interest.

                                   ARTICLE III

                             CLOSING AND TERMINATION

                  3.1 Time and Place of  Closing.  The  closing  of the sale and
purchase  provided for in Article I (the "Closing")  shall take place at the New
York City  offices of Weil,  Gotshal & Manges LLP,  at 10:00 A.M.  New York City
time, on the later of (i) the second (2nd)  Business Day after the date on which
the  conditions  to the Closing set forth in Article VII  (excluding  conditions
that, by their terms, cannot be satisfied until the Closing) have been satisfied
or waived by the party entitled to waive such  condition,  or (ii) the thirtieth
(30th) day after Sellers give notice to Purchaser of the date Sellers anticipate
all such  conditions will be satisfied or waived,  or at such other place,  date
and time as the  parties  may agree (the  actual date on which the Closing is to
occur pursuant to this Section 3.1 shall be referred to as the "Closing  Date");
provided, however, that neither Sellers nor Purchaser shall be required to close
the  transactions  contemplated  by this  Agreement  until all conditions to the
obligations  of  Sellers  or  Purchaser,  as the case may be,  shall  have  been
satisfied or waived in accordance with the provisions of Article VII.

                  3.2  Termination of Agreement. This Agreement may be
terminated prior to the Closing as follows:


                  (a) At any  time  prior  to the  Closing  Date  by the  mutual
written  consent duly authorized by the Board of Directors or Board of Managers,
as applicable, of each of the Sellers and Purchaser;

                  (b) By either  Sellers or  Purchaser,  if the  Closing has not
occurred on or before December 17, 2004 (as may be extended by written agreement
of the parties,  the "Outside Date");  provided,  however,  that the terminating
party is not in default of its obligations  under this Agreement in any material
respect;

                  (c) By either  Sellers  or  Purchaser,  if there  shall be any
Applicable Law that makes consummation of the transactions  contemplated  hereby
illegal or otherwise  prohibited  (and such Law is not  overturned  or otherwise
made inapplicable to the transactions contemplated hereby within a period of one
hundred  and twenty  (120)  days) or if any Order is  entered by a  Governmental
Authority  of  competent   jurisdiction   having  valid  enforcement   authority
permanently  restraining,  prohibiting  or  enjoining  any  of  the  Sellers  or
Purchaser from consummating the transactions  contemplated hereby and such Order
shall become final and non-appealable;

                  (d) By either Sellers or Purchaser,  at any time following (i)
Sellers'  execution of a definitive  agreement for an  Alternative  Transaction,
(ii) ninety (90) days after the entry of the Bidding Procedures Order if Sellers
have not selected a Winning Bidder or (iii) the public  announcement of Sellers'
decision not to effect a sale of the Equity Interest  pursuant to this Agreement
and to instead effect a Distribution  (provided that if Purchaser is selected as
the Winning Bidder after the completion of the Auction,  Sellers shall no longer
have the right to terminate this Agreement pursuant to this clause (iii));

                  (e) By  Purchaser,  so long as Purchaser is not then in breach
of its obligations under this Agreement in any material  respect,  upon a breach
of any covenant or agreement of Sellers set forth in this  Agreement,  or if any
representation or warranty of Sellers shall have been or becomes untrue, in each
case such that the conditions set forth in Section 7.2(a) or Section 7.2(b),  as
the case may be, would not be satisfied and such breach or untruth (i) cannot be
cured by the Outside Date or (ii) has not been cured within thirty (30) Business
Days of the date on which Sellers  receive written notice thereof from Purchaser
(describing  with  reasonable  specificity  the  purported  breach or  untruth);
provided,  however,  that  Purchaser  shall not be  entitled to  terminate  this
Agreement  pursuant  to the  foregoing  clause (ii) so long as Sellers are using
their  commercially  reasonable  efforts to cure such breach or untruth and such
breach or untruth is capable of cure on or before the Outside Date;

                  (f) By  Sellers,  so long as Sellers are not then in breach of
their obligations under this Agreement in any material respect, upon a breach of
any covenant or agreement of Purchaser  set forth in this  Agreement,  or if any
representation  or warranty of Purchaser shall have been or becomes  untrue,  in
each case such  that the  conditions  set  forth in  Section  7.3(a) or  Section
7.3(b),  as the case may be, would not be  satisfied  and such breach or untruth
(i) cannot be cured by the Outside Date or (ii) has not been cured within thirty
(30)  Business  Days of the  date on which  Purchaser  receives  written  notice
thereof from Sellers  (describing  with  reasonable  specificity  the  purported
breach or untruth);  provided,  however,  that Sellers  shall not be entitled to
terminate  this  Agreement  pursuant  to the  foregoing  clause  (ii) so long as
Purchaser is using its  commercially  reasonable  efforts to cure such breach or
untruth  and such  breach or untruth is capable of cure on or before the Outside
Date;

                  (g) By Sellers,  upon notice to  Purchaser if (i) a Commitment
Letter  shall have expired or have been  terminated  or (ii) (A)  Purchaser  has
provided  notice to Sellers  pursuant to Section  6.10(a) or (B) Sellers request
Purchaser  to  deliver  to  Sellers  an  officer's  certificate  stating  that a
Commitment  Letter is in full force and effect  and that,  after  inquiry of the
Financing Source,  Purchaser does not know of any facts that would reasonably be
expected to impair or delay in any material  respect or prevent the consummation
of the financing  contemplated by such Commitment  Letter and Purchaser does not
within ten (10) days of the receipt of such request deliver such  certificate to
Sellers;  provided,  however,  that the right to terminate this Agreement  under
this Section 3.2(g) shall not be available to Sellers if within thirty (30) days
of receiving  notice by Sellers of their  intention to terminate  this Agreement
under this Section 3.2(g), Purchaser (i) secures an extension of such Commitment
Letter (if expired or terminated),  (ii) secures an amendment of such Commitment
Letter that  allows it to deliver the  certificate  referenced  in this  Section
3.2(g),  or (iii)  secures a  Commitment  Letter  for  alternate  or  additional
financing upon terms and from a financing  source that is reasonably  acceptable
to Sellers.  Notwithstanding the foregoing,  Sellers shall not have the right to
terminate  this  Agreement  pursuant  to  this  Section  3.2(g)  if  Purchaser's
inability  to deliver the  certificate  referenced  in this  Section  3.2(g) was
caused by a material breach by Sellers of their obligations under this Agreement
or any representation or warranty of Sellers having been or having become untrue
in any material respect;

                  (h) By  Purchaser,  so long as Purchaser is not then in breach
of its obligations under this Agreement in any material respect,  if (i) Sellers
do not file with the Bankruptcy Court on or before the fourth (4th) Business Day
following  the  date  of  this  Agreement  the  Bidding  Procedures  Motion  and
thereafter  use their  commercially  reasonable  efforts  to serve  the  Bidding
Procedures  Motion as required by orders of the  Bankruptcy  Court or applicable
rules in existence at 10:00 A.M.  (New York City time) on the Business Day prior
to the day the Bidding  Procedures  Motion is filed,  (ii) the Bankruptcy  Court
does not enter the Bidding Procedures Order on or before the fortieth (40th) day
following the date the Bidding Procedures Motion is filed, (iii) following entry
of the Bidding  Procedures  Order,  the Bidding  Procedures  Order is  reversed,
revoked,  voided,  vacated,  modified or stayed by an Order of any  Governmental
Authority in any manner that is  materially  adverse to Purchaser (a  "Modifying
Order") and such  Modifying  Order is not reversed,  revoked,  voided,  vacated,
stayed or  further  modified  within  thirty  (30)  days  such that the  Bidding
Procedures Order is in full force and effect, (iv) the Bankruptcy Court does not
enter the Approval  Order on or before the  eightieth  (80th) day  following the
date the Bidding  Procedures  Order is entered,  or (v)  following  entry of the
Approval  Order,  the Approval Order is materially  and adversely  modified by a
Modifying  Order and such  Modifying  Order is not  reversed,  revoked,  voided,
vacated,  stayed  or  further  modified  within  thirty  (30) days such that the
Approval Order is in full force and effect; or

                  (i) By Sellers,  if Purchaser fails to close the  transactions
contemplated  hereunder on the Closing Date as  determined  in  accordance  with
Section 3.1.

                  3.3 Effect of  Termination.  No  termination of this Agreement
pursuant to Section 3.2 shall be effective  until notice  thereof shall be given
to the non-terminating parties specifying the provision hereof pursuant to which
such  termination is made. If validly  terminated  pursuant to Section 3.2, this
Agreement  shall become wholly void and of no further  force and effect  without
liability to Purchaser,  Sellers or any of the Transfer  Group  Companies or the
Northern Border Companies or any of their respective  Subsidiaries,  Affiliates,
officers,  directors,  employees,  agents,  advisors  or other  representatives,
except that the  obligations of the parties under the Deposit Escrow  Agreement,
this Section 3.3, Sections 2.2, 6.6, 6.7, Article XII (other than Section 12.18)
and, to the extent necessary to effectuate the foregoing enumerated  provisions,
Article  XI of this  Agreement  shall  remain in full force and effect (it being
understood  that in no event shall  Sellers be  obligated to make any payment to
Purchaser upon termination of this Agreement, and in no event shall Purchaser be
obligated  to make any payments to Sellers upon  termination  of this  Agreement
other than the  forfeiture of the Deposit  Amount to Sellers in accordance  with
Section 2.2(c)).

                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

                  Each  of  the  Sellers   hereby   represents   and   warrants,
individually  and not jointly (except for Enron,  which  represents and warrants
individually and jointly), to Purchaser as follows:

                  4.1 Organization  and Good Standing.  Each Seller is an entity
duly  organized,  validly  existing and in good  standing  under the laws of the
jurisdiction in which it was formed and,  subject to the limitations  imposed on
Enron,  EOS and ETS as a result of having  filed a petition for relief under the
Bankruptcy Code, each Seller has the requisite power and authority to own, lease
and operate its properties and to carry on its business as now conducted.

                  4.2 Authorization of Agreement.  Each Seller has the requisite
power and authority to execute this Agreement and the  Transaction  Documents to
which it is a party,  subject to entry of the Approval  Order, to consummate the
transactions  contemplated  by this Agreement and the  Transaction  Documents to
which it is a party.  The  execution  and  delivery  of this  Agreement  and the
Transaction Documents to which it is a party by each Seller and the consummation
by each  Seller  of the  transactions  contemplated  by this  Agreement  and the
Transaction  Documents to which it is a party have been duly  authorized  by all
necessary action on the part of each Seller.  This Agreement and the Transaction
Documents to which it is a party have been duly  executed and  delivered by each
Seller and,  assuming due  execution  and delivery by Purchaser and the entry of
the Approval  Order,  constitute  valid and binding  obligations of each Seller,
enforceable against each Seller in accordance with their respective terms.

                  4.3 No Violation; Consents.

                  (a) Subject to receiving  the consents or waivers  referred to
on Schedule 4.3(a) and the consents referred to in Section 4.3(b), the execution
and delivery by Sellers of this Agreement and the Transaction Documents to which
each Seller is a party and the  consummation  of the  transactions  contemplated
hereby  and  thereby  do not and  will  not (i)  violate  any  provision  of the
certificate of  incorporation,  bylaws,  limited  liability company agreement or
other  similar  organizational  documents  of any of the Sellers or any Transfer
Group Company,  (ii) conflict with,  require the consent of a third party under,
violate,  require or  accelerate  the time of any payment by any Transfer  Group
Company to any Person  under,  result in the  breach  of,  constitute  a default
under, or give rise to any right of acceleration, cancellation or termination of
any material right or obligation of Sellers or any Transfer Group Company under,
any material agreement or other instrument to which Seller or any Transfer Group
Company is a party or by which  Sellers or any Transfer  Group Company or any of
their respective  properties or assets are bound,  (iii) subject to the entry of
the Approval  Order,  violate any Order of any  Governmental  Authority to which
Sellers or any Transfer  Group Company is bound or subject,  (iv) subject to the
entry of the  Approval  Order,  violate  any  Applicable  Law or (v)  except  as
provided in this  Agreement,  result in the  imposition  or creation of any Lien
upon the Equity  Interest,  other than, in the case of clauses (ii) through (v),
any conflict,  violation,  breach, default,  requirement for consents, rights of
acceleration,  cancellation,  termination  or Lien that would not  reasonably be
expected to have,  individually or in the aggregate,  a Seller Material  Adverse
Effect or a Transfer Group Material Adverse Effect.

                  (b) Except as set forth on Schedule  4.3(b) and except for (i)
any filings  required  under the HSR Act, (ii) such filings with, and Orders of,
the FCC as may be required under the  Communications  Act and (iii) the entry of
the  Approval  Order,  the entry of the Bidding  Procedures  Order,  no Order or
Permit issued by, or declaration or filing with, or  notification  to, or waiver
from or consent  from,  any  Governmental  Authority  is required on the part of
Sellers in connection with the execution and delivery of this Agreement,  or the
compliance  or  performance  by Sellers  with any  provision  contained  in this
Agreement or the consummation of the transactions  contemplated  hereby,  except
for any such requirements, the failure of which to be obtained or made would not
reasonably  be  expected to have,  individually  or in the  aggregate,  a Seller
Material Adverse Effect or a Transfer Group Material Adverse Effect.

                  4.4 Ownership and Transfer of Equity Interest. Sellers are the
record  and  beneficial  owners of the Equity  Interest  with each  having  such
percentage  interest (the  "Percentage  Interest") of the Equity Interest as set
forth on  Schedule  4.4  hereto.  The Equity  Interest  constitutes  one hundred
percent  (100%) of the  outstanding  membership  interests in the Company.  Each
Seller has the requisite power and authority to sell and transfer its Percentage
Interest  as  provided in this  Agreement  and,  subject to (i) the entry of the
Approval  Order,  (ii) the  release of Liens  imposed on the Equity  Interest in
connection  with the DIP  Agreement  and (iii) the Liens listed on Schedule 4.4,
such delivery will convey to Purchaser good and marketable  title to such Equity
Interest,  free and clear of any and all  Liens to the  extent  permitted  under
section 363 of the Bankruptcy Code.

                  4.5 Transfer Group Companies.

                  (a) Schedule 4.5(a) sets forth the name of each Transfer Group
Company and, with respect to each such Transfer Group Company,  the jurisdiction
in which it is incorporated or organized, the number of shares of its authorized
capital  stock or other  equity  interests,  the  number  and class of shares or
equity  interests  thereof  duly  issued  and  outstanding,  the  names  of  all
stockholders  or other equity  owners and the number of shares of stock or other
equity interests owned by each equity owner thereof.  The outstanding  shares of
capital  stock or other equity  interests  of each  Transfer  Group  Company are
validly  issued,  fully paid and  non-assessable,  and all such  shares or other
equity  interests  represented  as being owned by the  relevant  Transfer  Group
Company are owned by it free and clear of any and all Liens  except as set forth
on Schedule 4.5(a).

                  (b) Except as set forth on  Schedule  4.5(b),  (i) there is no
existing option,  warrant,  right, call,  commitment or other agreement to which
any Transfer Group Company is a party requiring,  and there are no securities of
any Transfer Group Company  outstanding  which, upon conversion,  would require,
the  issuance,  sale or transfer of any  additional  shares of capital  stock or
other  equity  interests  of any  Transfer  Group  Company  or other  securities
convertible  into,  exchangeable for or evidencing the right to subscribe for or
purchase shares of capital stock or other equity interests of any Transfer Group
Company and (ii) no Transfer  Group Company has any  obligation  to  repurchase,
acquire or redeem any capital  stock or other equity  securities of any Transfer
Group Company.

                  (c) Each Transfer  Group Company is an entity duly  organized,
validly  existing and in good  standing  under the laws of the  jurisdiction  in
which it is formed and has the requisite  power and authority to own,  lease and
operate its properties and to carry on its business as now conducted,  with such
exceptions that would not reasonably be expected to have, individually or in the
aggregate, a Transfer Group Material Adverse Effect. Each Transfer Group Company
is  duly  qualified  to  transact  business  and is in  good  standing  in  each
jurisdiction  in which the nature of its business or the ownership or leasing of
its properties makes such qualification  necessary,  except where the failure to
be so qualified would not reasonably be expected to have, individually or in the
aggregate, a Transfer Group Material Adverse Effect.

                  (d)  Northern  Plains  holds  a  0.500%  general   partnership
interest in Northern Border  Partners,  L.P., a  publicly-traded  master limited
partnership  ("Northern  Border") and a 0.505% general  partnership  interest in
Northern Border's Affiliate,  Northern Border  Intermediate  Limited Partnership
("NBI"). Northern Plain's wholly-owned subsidiary, Pan Border Gas Company, holds
a 0.325% general  partnership  interest in Northern Border and a 0.3283% general
partnership interest in NBI.

                  (e) None of the Transfer Group  Companies has any  Subsidiary,
or holds an equity  interest in any other Person,  that is not a Transfer  Group
Company  other  than the  Northern  Border  Companies  and  Persons in which the
Northern Border Companies hold a minority equity interest.

                  (f) Except for the  agreements  set forth in  Schedule  4.5(f)
hereto,  there  are no  agreements  to which  Citrus is a party  that  restricts
Citrus's ability to pay dividends to its shareholders.

                  4.6 Financial Statements; Northern Border SEC Reports.

                  (a) Sellers have made available to Purchaser (i) copies of the
audited  consolidated  balance  sheet of Citrus as at December  31, 2003 and the
related audited consolidated statements of income, stockholders' equity and cash
flows of Citrus for the twelve (12) month period then ended,  (ii) copies of the
audited  balance sheet of  Transwestern as at December 31, 2003, and the related
audited   statements  of  income,   stockholders'   equity  and  cash  flows  of
Transwestern  for the twelve (12) month  period then ended,  (iii) copies of the
unaudited  consolidated  balance sheet of the Northern Plains Group Companies as
at December 31,  2003,  and the related  consolidated  unaudited  statements  of
income,  stockholders'  equity  and cash  flows  of the  Northern  Plains  Group
Companies  for the  twelve  (12) month  period  then  ended  (collectively,  the
"Financial  Statements").   The  Financial  Statements  have  been  prepared  in
accordance with the books and records of Citrus,  Transwestern  and the Northern
Plains Group Companies as at the date and for the period indicated,  and, except
as set forth in Schedule 4.6, in accordance  with GAAP and present fairly in all
material respects the consolidated financial position, results of operations and
cash  flows  of each of  Citrus,  Transwestern  and the  Northern  Plains  Group
Companies as at the date and for the period indicated (in each case subject,  as
to  unaudited  Financial  Statements,  to year-end  audit  adjustments  and full
footnote disclosure).  For the purposes hereof, the audited consolidated balance
sheet of Citrus,  the audited  balance sheet of  Transwestern as at December 31,
2003 and the unaudited  consolidated  balance sheet of the Northern Plains Group
Companies as at December  31, 2003 shall be referred to as the "Balance  Sheets"
and December 31, 2003 shall be referred to as the "Balance Sheet Date".

                  (b) Sellers have made  available  to  Purchaser  copies of the
unaudited  consolidating  balance  sheet of the Company as at March 31, 2004 and
the related pro forma consolidating  statements of income of the Company for the
three (3) month period then ended. Such unaudited financial statements have been
compiled  from the books and records of the Company and its  subsidiaries  as at
the date and for the period  indicated,  with the exception of omitted footnotes
that customarily  accompany reported financial  statements present fairly in all
material  respects  the  financial  position  and results of  operations  of the
Company as at the date and for the period  indicated,  and may vary from  formal
audited reports prepared in accordance with GAAP or FERC requirements.

                  (c) Northern Border has filed all required forms,  reports and
documents with the Securities and Exchange  Commission (the "SEC") since January
1, 2002 (the "Northern  Border SEC Reports"),  each of which has complied in all
material  respects with all  applicable  requirements  of the  Securities Act of
1933, as amended (the  "Securities  Act"),  and the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"),  each as in effect on the dates such
forms,  reports and documents were filed.  To the Knowledge of Sellers,  none of
the Northern Border SEC Reports,  including  without  limitation,  any financial
statements  or  schedules   included  or  incorporated  by  reference   therein,
contained,  when filed,  any untrue  statements of a material fact or omitted to
state a material fact required to be stated or incorporated by reference therein
or  necessary  in order  to make the  statements  therein,  in the  light of the
circumstances  under  which they were made,  not  misleading.  The  consolidated
financial  statements  of Northern  Border  included in the Northern  Border SEC
Reports complied as to form in all material respects with applicable  accounting
requirements  and the published  rules and  regulations  of the SEC with respect
thereto as in effect on the dates such  Northern  Border SEC Reports were filed,
and fairly present, in all material respects and in conformity with GAAP applied
on a consistent  basis  (except as may be indicated in the notes  thereto),  the
consolidated   financial  position  of  Northern  Border  and  its  consolidated
subsidiaries  as  of  the  dates  thereof  and  their  consolidated  results  of
operations  and  changes  in  financial  position  for the  periods  then  ended
(subject, in the case of the unaudited interim financial  statements,  to normal
year-end adjustments).

                  4.7 No Undisclosed Liabilities.

                  (a) Except as set forth on  Schedule  4.7(a),  or as would not
reasonably  be  expected to have,  individually  or in the  aggregate,  a Seller
Material Adverse Effect or a Transfer Group Material Adverse Effect,  the Citrus
Group Companies,  the Transwestern Group Companies and the Northern Plains Group
Companies  have no  indebtedness,  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  consolidated  balance  sheet of Citrus,  Transwestern  or the
Northern Plains Group Companies or in the notes thereto in accordance with GAAP,
respectively,  which (i) is not shown on the Balance Sheets or the notes thereto
or (ii) was not  incurred in the Ordinary  Course of Business  since the Balance
Sheet Date, except for any  indebtedness,  obligation or liability arising after
the date of this Agreement which is permitted pursuant to Section 6.2.

                  (b) Except as disclosed  or  reflected in the Northern  Border
SEC Reports, or as would not reasonably be expected to have,  individually or in
the  aggregate,  a Seller  Material  Adverse Effect or a Transfer Group Material
Adverse Effect,  the Northern Border Companies have no indebtedness,  obligation
or liability of any kind (whether  accrued,  absolute,  contingent or otherwise,
and  whether  due or to become  due) that  would  have been  required,  based on
information  known to Sellers or any of the Northern Border  Companies as of the
date of execution of this  Agreement,  to be reflected in,  reserved  against or
otherwise described on the consolidated balance sheet of Northern Border and its
subsidiaries  included in the most recent  Northern Border SEC Reports or in the
notes thereto in accordance with GAAP, which (i) is not shown on a balance sheet
of the Northern  Border  Companies or the notes thereto or (ii) was not incurred
in the ordinary course of business since the Balance Sheet Date.

                  (c)  None  of  the   Company,   CrossCountry   Citrus   Corp.,
Transwestern  Holding Company,  Inc., NBP Services,  CES or CrossCountry  Alaska
LLC,  on  an  unconsolidated   basis,  has  any  indebtedness,   obligations  or
liabilities  of any kind (whether  accrued,  absolute,  contingent or otherwise)
except for (i)  liabilities  incurred  since the date of this  Agreement  in the
Ordinary  Course  of  Business  (except  in the  case of NBP  Services  and CES,
incurred at any time in the Ordinary Course of Business),  (ii) liabilities that
do not exceed $1,000,000 in the aggregate, (iii) as set forth in Schedule 4.7(c)
or (iv) in the case of the Company,  liabilities incurred in accordance with the
terms and  provisions of the  Contribution  Agreement  (including the agreements
entered into, and actions taken, in connection with the Contribution Agreement).

                  4.8 Absence of Certain Developments.

                  (a) Except as expressly  contemplated by this Agreement or the
Contribution  Agreement  and the schedules  thereto  (including  the  agreements
entered into, and actions taken, in connection with the Contribution  Agreement)
or as set forth on  Schedule  4.8(a),  since the  Balance  Sheet  Date,  (i) the
business of the  Transfer  Group  Companies  has been  conducted in the Ordinary
Course of Business in all material  respects or, from and after the date of this
Agreement,  otherwise in accordance with Section 6.2, (ii) no event has occurred
that would reasonably be expected to have,  individually or in the aggregate,  a
Transfer Group Material  Adverse Effect or a Seller  Material  Adverse Effect or
(iii) through the date of this  Agreement,  there has not been any  declaration,
setting aside or payment of any dividend or other distribution (whether in cash,
stock or property) with respect to any Transfer Group Company's capital stock to
a Person who is not a Transfer Group Company.

                  (b) Except as expressly  contemplated by this  Agreement,  set
forth on Schedule  4.8(b) or disclosed  or reflected in the Northern  Border SEC
Reports,  since the Balance  Sheet Date,  the  business of the  Northern  Border
Companies has been conducted in the ordinary course of business and, to Sellers'
Knowledge,  no event has  occurred  that would  reasonably  be expected to have,
individually or in the aggregate, a Transfer Group Material Adverse Effect.

                  4.9  Title to Properties.

                  (a)  Except  as set  forth  on  Schedule  4.9(a),  each of the
Transfer Group Companies has good and valid title to or holds a valid leasehold,
license or other interest in, or right-of-way  easement  through  (collectively,
the "Rights of Way"),  all real  property  used by it in the Ordinary  Course of
Business,  with such  exceptions  as would not  reasonably  be expected to have,
individually or in the aggregate,  a Transfer Group Material Adverse Effect,  in
each  case  free and  clear of all  Liens,  except  for (i)  Liens  set forth on
Schedule 4.9(a) and (ii) Permitted Exceptions.

                  (b) With respect to each material parcel of real property that
is leased by a Transfer Group Company as tenant (the "Leased Real Property"), to
the Knowledge of Sellers,  (i) none of the Transfer Group Companies has received
any  notice of default  under any lease  pertaining  to any of the  Leased  Real
Property in the twelve (12) month period prior to the date hereof and (ii) there
are no uncured  defaults  under any lease without regard to when notice may have
been given that would give the  counterparty  the right to terminate such lease,
in each case with such  exceptions as would not  reasonably be expected to have,
individually or in the aggregate, a Transfer Group Material Adverse Effect.

                  (c)  Each  of  the  Transfer  Group  Companies  has  good  and
marketable title to all personal property reflected in the Financial  Statements
or  acquired  after the Balance  Sheet  Date,  but not  including  any  personal
property  disposed of in the Ordinary Course of Business since the Balance Sheet
Date,  and with such  exceptions  as would not  reasonably  be expected to have,
individually or in the aggregate,  a Transfer Group Material Adverse Effect,  in
each  case  free and  clear of all  Liens,  except  for (i)  Liens  set forth on
Schedule 4.9(c) and (ii) Permitted Exceptions.

                  4.10 Intangible  Property.  Except as set  forth on  Schedule
4.10,  none of the  Transfer  Group  Companies  has any interest in any material
patents, patent licenses, trade names, trademarks,  service marks or copyrights.
Except as set forth on  Schedule  4.10,  to Sellers'  Knowledge,  the use of any
intellectual property set forth on Schedule 4.10 by the Transfer Group Companies
does not conflict with the asserted  rights of others,  with such  exceptions as
would not reasonably be expected to have,  individually  or in the aggregate,  a
Transfer Group Material Adverse Effect.

                  4.11 Material Contracts.

                  (a) Set forth on Schedule  4.11(a) is a list of the  following
Contracts to which a Transfer  Group Company is a party or by which any Transfer
Group  Company  is  bound as of the date of this  Agreement  (collectively,  the
"Material Contracts"):

                             (i)  any  Contract  relating  to  indebtedness  for
            borrowed  money,  letter of credit or guarantee of the  indebtedness
            for  borrowed  money  of  Persons  other  than  the  Transfer  Group
            Companies (excluding renewals and extensions of credit) that Sellers
            reasonably  anticipate  will, in accordance with its terms,  involve
            aggregate  payments  by  a  Transfer  Group  Company  of  more  than
            $2,000,000 within its remaining term;

                            (ii)  any  lease  under  which  any  Transfer  Group
            Company is the lessor or lessee of real or personal property,  which
            lease (A)  cannot  be  terminated  by such  Transfer  Group  Company
            without  payment  penalty  upon not more than one hundred and eighty
            (180) days'  notice and (B) involves an annual base rental in excess
            of $2,000,000;

                             (iii) any  Contract  that  expressly  limits in any
            material  respect  the  ability of a Transfer  Group  Company to (A)
            engage in any of its  existing  lines of  business or to conduct any
            such business in any particular  geographic area or (B) compete with
            any other Person in any such business;

                             (iv) any  employment  or  consulting  Contract  for
            employees,  officers,  directors or  consultants of a Transfer Group
            Company whose guaranteed annual compensation thereunder is in excess
            of $200,000  annually for either of the calendar  years 2003 or 2004
            and that cannot be  terminated  on thirty (30) days' notice  without
            penalty or other future obligation;

                             (v) any  Contract  for the  pending  purchase by or
            sale of real or personal property of a Transfer Group Company (other
            than  ordinary  course sales of natural gas,  natural gas liquids or
            other items of inventory) for an amount in excess of $2,000,000;

                             (vi) any  Contract  relating to gas  purchase,  gas
            sale,  gas  processing,  gas  storage,  natural gas liquids  sale or
            gathering  that Sellers  reasonably  anticipate  will, in accordance
            with its terms,  require  payments  by a Transfer  Group  Company in
            excess of  $5,000,000  within the twelve  (12) month  period  ending
            December 31, 2004;

                             (vii)  any  firm   transportation   Contract   that
            requires, in accordance with its terms, payments to a Transfer Group
            Company in excess of $5,000,000  within the twelve (12) month period
            ending  December  31,  2004,  and any  interruptible  transportation
            Contract that Sellers reasonably anticipate will, in accordance with
            its terms, involve payments to a Transfer Group Company in excess of
            $5,000,000  within the twelve (12) month period ending  December 31,
            2004 (collectively, the "Transportation Contracts");

                             (viii) any Contract requiring a capital expenditure
            or a  commitment  for a  capital  expenditure  by a  Transfer  Group
            Company  not  contemplated  by  the  capital  forecast   information
            previously provided to Purchaser and in excess of $2,000,000;

                             (ix) any  Contract  not in the  Ordinary  Course of
            Business and requiring  expenditures  by a Transfer Group Company in
            excess of $2,000,000 annually;

                             (x) any hedging Contract, forward sale Contract and
            derivative Contract in excess of a notional amount of $2,000,000 and
            a term longer than one (1) year;

                             (xi)  any  partnership  or joint  venture  Contract
            between a Transfer  Group Company and any other Person (other than a
            Transfer Group Company) containing a commitment to fund, loan or pay
            amounts in excess of $2,000,000;

                             (xii) any  Contract for the purchase or sale of any
            assets of any of the Transfer Group Companies for  consideration  in
            excess of $2,000,000;

                             (xiii) any regulatory rate settlement  agreement of
            (i)  Transwestern  approved  by  the  FERC  since  the  1995  Global
            Settlement and 1996 Mini-Settlement approved by the FERC on July 27,
            1995 and October 19, 1996, respectively or (ii) Florida Gas approved
            by the FERC since the 1997 Rate Case Settlement  Agreement  approved
            by the FERC on September 24, 1997;

                             (xiv) the Capital Stock Agreement; and

                             (xv) the Contribution Agreement.

                  (b) Set forth on Schedule  4.11(b) is a list of each  Contract
that a Transfer  Group  Company  has with a Seller or an  Affiliate  of a Seller
(other than a Transfer Group Company), as of the date hereof (collectively,  the
"Affiliate Contracts").

                  (c)  Except  as set  forth  on  Schedule  4.11(c),  all of the
Material  Contracts  are in full force and  effect and are the legal,  valid and
binding  obligations of the Transfer  Group Company party  thereto,  and, to the
Knowledge  of  Sellers,  each of the other  parties  thereto,  except (i) to the
extent  that  such  enforceability  may be  limited  by  bankruptcy,  insolvency
reorganization,  moratorium or other similar laws relating to creditors'  rights
generally,  subject to general  principles  of equity,  (ii) to the extent  such
Contract has expired by its terms and (iii) for such  exceptions  that would not
reasonably be expected to have,  individually  or in the  aggregate,  a Transfer
Group  Material  Adverse  Effect.  In addition,  (x) none of the Transfer  Group
Companies is in default under any Material Contract,  which default has not been
waived,  and (y) to the  Knowledge  of Sellers,  no other party to any  Material
Contract is in default under any Material  Contract,  except, in the case of (x)
and (y),  for any  default  that  would  not  reasonably  be  expected  to have,
individually or in the aggregate, a Transfer Group Material Adverse Effect.

                 4.12 Firm and Interruptible Transportation Contracts. Except as
set  forth on  Schedule  4.12,  (a) none of the  Transfer  Group  Companies  has
received  notice  that it is  subject  to any  pending  dispute  with any of the
counterparties under any Transportation Contract (the "Principal Shippers"), (b)
no Principal Shipper has notified any of the Transfer Group Companies in writing
of any adverse  modification or change in such  Transportation  Contract and (c)
none of the Transfer Group Companies has received formal written notice from any
Principal  Shipper  expressing  its  intention to terminate  any  Transportation
Contract  except  for  those  exceptions  to (a),  (b) and (c)  that  would  not
reasonably be expected to have,  individually  or in the  aggregate,  a Transfer
Group Material Adverse Effect.

                  4.13 Employee Benefits.

                  (a)  Schedule  4.13(a)  sets  forth  a list  of  all  material
"employee benefit plans", as defined in Section 3(3) of the Employee  Retirement
Income  Security Act of 1974, as amended  ("ERISA"),  sponsored or maintained by
any Transfer Group Company or to which any Transfer Group Company contributes or
is  obligated  to  contribute  thereunder  with  respect  to  current  or former
officers, directors or employees of the Transfer Group Companies or with respect
to which any Transfer  Group Company may have material  liability (the "Employee
Benefit Plans").

                  (b) Except as already  listed on  Schedule  4.13(a),  Schedule
4.13(b) sets forth a list of all material  bonus  plans,  employment,  change in
control,  consulting  or other  compensation  agreements,  incentive,  equity or
equity-based compensation,  deferred compensation arrangements,  stock purchase,
fringe benefit, severance pay, sabbatical or paid time off, sick leave, vacation
pay, salary continuation, disability, hospitalization,  medical insurance, life,
dental, vision,  accidental death and dismemberment or other insurance benefits,
scholarship  programs or any other employee benefit plan, program or arrangement
sponsored or maintained  by any Transfer  Group Company or to which any Transfer
Group Company  contributes or is required to contribute  thereunder with respect
to current or former  officers,  directors or  employees  of the Transfer  Group
Companies or with respect to which any Transfer  Group Company may have material
liability   (together   with  the   Employee   Benefit   Plans,   the   "Benefit
Arrangements").

                  (c) True and correct copies of the following documents, to the
extent applicable,  with respect to each of the Benefit Arrangements,  have been
made  available  or  delivered  to  Purchaser:  (i) any plans and related  trust
documents,  and  all  amendments  thereto  and,  with  respect  to  any  Benefit
Arrangements  sponsored or  maintained  by the  Transfer  Group  Companies,  all
material contracts or material  agreements related to such plans, (ii) the Forms
5500 for the most recent three (3) years and schedules thereto,  (iii) financial
statements  and  actuarial  valuations  for  the  current  year,  to the  extent
available,  and for the most  recent  three (3) years,  (iv) the most recent IRS
determination letter, (v) the most recent summary plan descriptions and material
modifications  and  (vi)  written   descriptions  of  all  non-written   Benefit
Arrangements.

                  (d)  Except  as set  forth on  Schedule  4.13(d),  each of the
Benefit  Arrangements  has been  maintained in accordance with its terms and all
provisions  of  Applicable  Law,  except  where the  failure  to do so would not
reasonably  be expected to have,  individually  or in the  aggregate,  a Sellers
Material Adverse Effect or a Transfer Group Material Adverse Effect.

                 (e)  Except  as set  forth  on  Schedule  4.13(e),  no  Benefit
Arrangement (i) is a "multiemployer plan" as defined in Section 3(3 7) of ERISA,
or (ii) is a  "multiple  employer  welfare  arrangement"  as  defined in Section
3(40)(A) of ERISA. During the six (6) years immediately prior to the Closing, no
Transfer Group Company has incurred or experienced an event that has given rise,
or could  reasonably be expected to give rise, to a withdrawal  liability  under
Section 4201, 4063 or 4064 of ERISA or any actual or contingent  liability under
Section 4201 of ERISA except for any such liability that does not have and would
not  reasonably  be  expected  to have a Seller  Material  Adverse  Effect  or a
Transfer Group Material Adverse Effect.

                  (f) No Benefit  Arrangement  is a foreign plan governed by the
laws of a foreign jurisdiction.

                  (g) Except as set forth on Schedule 4.13(g),  the consummation
of the  transactions  contemplated  by this Agreement  (either alone or together
with another  event) will not entitle any Person to any material  benefit  under
any Benefit Arrangement or materially accelerate vesting,  payment or materially
increase the amount of compensation due to any Person.

                  (h) Except as set forth on Schedule 4.13(h), no Transfer Group
Company has any  obligation  with  respect to the Enron Corp.  Cash Balance Plan
(the "Cash  Balance  Plan") to directly or indirectly  indemnify any  individual
fiduciary with respect to such plan in his or her capacity as a fiduciary of the
plan.

                  (i)  With  respect  to  each  Benefit   Arrangement  which  is
sponsored by a Transfer Group Company or any such plan or arrangement or portion
thereof  which after the  Closing  Date will be  sponsored  or  maintained  by a
Transfer Group Company, there are no material claims pending (other than routine
claims for benefits), no prohibited transaction involving the assets of any such
plan or arrangement and all  contributions  required to have been made have been
made or properly accrued.

                  (j) As of the  date  hereof,  the  Cash  Balance  Plan has not
received an unfavorable ruling on a determination letter request from the IRS.

                  4.14 Taxes.

                  (a) Except as set forth on  Schedule  4.14(a),  all income and
franchise  Tax Returns and all other  material Tax Returns  required to be filed
by, or with respect to, the  Transfer  Group  Companies  (i) have been filed and
(ii) all Taxes  that were  shown to be due on such Tax  Returns  have been paid,
except where the failure to file such Tax Returns or to pay such Taxes would not
reasonably be expected to have,  individually  or in the  aggregate,  a Transfer
Group Material Adverse Effect.

                 (b)  Except  as set forth on  Schedule  4.14(b),  Sellers  have
given, or otherwise made available to Purchaser, copies of those portions of all
Tax Returns,  examination reports and statements of deficiencies relating to the
Transfer Group Companies for tax years 2000, 2001 and 2002.

                  (c) Except as set forth on Schedule 4.14(c),  (i) there are no
outstanding  agreements  extending or waiving the statutory period of limitation
applicable  to any claim for, or the period for the  collection or assessment or
reassessment  of, Taxes due from the Transfer  Group  Companies  for any taxable
period  that  would  reasonably  be  expected  to have,  individually  or in the
aggregate,  a  Transfer  Group  Material  Adverse  Effect,  and (ii) no power of
attorney is currently  in force with respect to any matter  relating to Taxes of
any of the  Transfer  Group  Companies.  The period for  assessment  for federal
income Taxes of each of the Sellers and the Transfer  Group  Companies is closed
for Tax periods beginning before January 1, 1996.

                  (d)  Except  as set  forth on  Schedule  4.14(d),  none of the
Transfer Group Companies has been a member of a group which files a consolidated
federal income tax return other than a group in which Enron is the parent.

                  (e) No  Seller is a  foreign  person  within  the  meaning  of
Section 1445 of the Code.

                  (f)  Except  as set  forth on  Schedule  4.14(f),  none of the
Transfer  Group  Companies  has any  liability  for the  Taxes of any  Person as
defined in Section  7701 (a)(1) of the Code (other than another  Transfer  Group
Company) under Treasury Regulation Section 1.1502-6 (or any similar provision of
state,  local or foreign  law),  as a transferee  or  successor,  by contract or
otherwise,  in each case where such  liability  for Taxes  would  reasonably  be
expected to have,  individually  or in the aggregate,  a Transfer Group Material
Adverse Effect.

                  (g) As of the effective time of any Conversion  Transaction or
Section 338(h)10) Election, (i) each of the Company and CES is disregarded as an
entity separate from Enron for U.S. federal income tax purposes under Treas. Reg
ss. 301 .770l-3(c)(iv), and (ii) each of CrossCountry Citrus Corp., Transwestern
Holding Company, Inc., Transwestern, Northern Plains, Pan Border Gas Company and
NBP Services is a member of a "selling  consolidated  group" (within the meaning
of Section 338(h)(10)(B) of the Code) of which Enron is the common parent (and a
"consolidated target" within the meaning of Treas. Reg. ss. 1.338(h)(10)-1(b)(1)
of the consolidated group of which Enron is the common parent).

                  4.15 Labor.

                  (a) None of the  Transfer  Group  Companies  is a party to any
labor or collective bargaining  agreement,  and there are no labor or collective
bargaining agreements that pertain to employees of the Transfer Group Companies.

                  (b) There are no pending strikes,  work stoppages,  slowdowns,
lockouts  or  arbitrations   against  any  Transfer  Group  Company  that  would
reasonably be expected to have,  individually  or in the  aggregate,  a Transfer
Group  Material  Adverse  Effect.  There are no pending  unfair  labor  practice
charges, grievances or complaints filed with any Governmental Authority based on
the  employment or  termination  by any Transfer Group Company of any individual
that would reasonably be expected to have,  individually or in the aggregate,  a
Transfer Group Material Adverse Effect.

                  4.16 Litigation.  Except  as set forth on  Schedule  4.16 and
except for matters before the Bankruptcy  Court,  there are no Actions or Orders
pending or, to Sellers'  Knowledge,  overtly  threatened  against Sellers or any
Transfer Group Company that seek to restrain or prohibit or otherwise  challenge
the consummation,  legality or validity of the transactions  contemplated hereby
or that would reasonably be expected to have,  individually or in the aggregate,
a Seller Material Adverse Effect or a Transfer Group Material Adverse Effect.

                  4.17 Compliance with Laws; Permits.

                  (a) Except  with  respect  to  Environmental  Laws  (which are
addressed in Section 4.18) and Employee Benefits (which are addressed in Section
4.13(e)),  and except as set forth on  Schedule  4.17(a),  each of the  Transfer
Group  Companies is in  compliance  with all  Applicable  Laws,  except for such
non-compliances as would not reasonably be expected to have,  individually or in
the aggregate,  a Transfer Group Material  Adverse Effect.  Each of the Transfer
Group  Companies  has all  Permits  from  any  Governmental  Authority  that are
required to operate  its  respective  business,  except for those the absence of
which  would  not  reasonably  be  expected  to  have,  individually  or in  the
aggregate, a Seller Material Adverse Effect or a Transfer Group Material Adverse
Effect.

                  (b) Except as disclosed  in the  Northern  Border SEC Reports,
the Northern Border  Companies (i) are in compliance  with all Applicable  Laws,
except for such  non-compliances  as would not  reasonably  be expected to have,
individually or in the aggregate,  a Transfer Group Material  Adverse Effect and
(ii) have all  Permits  from any  Governmental  Authority  that are  required to
operate their respective businesses, except for those the absence of which would
not reasonably be expected to have, individually or in the aggregate, a Transfer
Group Material Adverse Effect.

                  4.18 Environmental  Matters.  Except as set forth on Schedule
4.18 and except for facts, circumstances or conditions that would not reasonably
be expected to have, individually or in the aggregate, a Transfer Group Material
Adverse Effect:

                  (a) The  operations  of the Transfer  Group  Companies  are in
compliance with all Environmental Laws, which compliance includes the possession
and  maintenance  of,  and  compliance  with,  all  Permits  required  under all
applicable Environmental Laws;

                  (b) None of the Transfer Group Companies is the subject of any
outstanding Order with any Governmental Authority under any Environmental Laws;

                  (c) There are no investigations  of the business,  operations,
or currently or previously  owned,  operated or leased  property of the Transfer
Group Companies pending or, to the Knowledge of Sellers,  threatened, that could
reasonably be expected to result in the Transfer Group  Companies  incurring any
liability pursuant to any Environmental Law; and

                  (d) None of the  Transfer  Group  Companies  is subject to any
pending, or, to the Knowledge of Sellers, threatened Action, whether judicial or
administrative,  alleging  noncompliance  with or potential  liability under any
Environmental Law.

                  4.19 Insurance.  Set forth on Schedule  4.19 is a list of all
material  policies of insurance by which the Transfer Group Companies' assets or
business activities are covered as of the date of this Agreement.  Except as set
forth on Schedule  4.19, to the  Knowledge of Sellers,  all such policies are in
full  force and effect  and there are no claims  pending  as of the date  hereof
under any of such policies  where  underwriters  have  reserved  their rights or
disclaimed  coverage under such policies with such  exceptions in each case that
would not reasonably be expected to have,  individually  or in the aggregate,  a
Transfer Group Material Adverse Effect. To Sellers' Knowledge, such insurance is
maintained with amounts and deductibles  and/or  self-insured  retentions as are
customarily maintained by entities engaged in business of the same type and size
as such  Transfer  Group  Company with such  exceptions  that, in the event of a
loss,  would  not  reasonably  be  expected  to  have,  individually  or in  the
aggregate, a Transfer Group Material Adverse Effect.

                  4.20 Financial Advisors. Except as set forth on Schedule 4.20,
no Person has acted,  directly or indirectly,  as a broker,  finder or financial
advisor for Sellers or their  Affiliates  in  connection  with the  transactions
contemplated by this Agreement. Neither Purchaser nor any Transfer Group Company
or  Northern  Border  Company  is or  will  become  obligated  to pay any fee or
commission  or like  payment to any  broker,  finder or  financial  advisor as a
result of the  consummation of the  transactions  contemplated by this Agreement
based  upon any  arrangement  made by or on  behalf of  Sellers  or any of their
Affiliates.

                  4.21 Citrus  Trading.  Except as set forth on  Schedule  4.21,
Citrus Trading is not a party to or bound by any material  Contract  (other than
the  Citrus  Trading  Gas  Contracts)  and does not  have any  knowledge  of any
material indebtedness or liability (whether accrued, contingent or otherwise) or
any  actual,  or to  the  Sellers'  Knowledge,  threatened  litigation  or  FERC
proceeding involving Citrus Trading.  Citrus Trading does not engage and has not
engaged,  in speculative  natural gas trading activity or any natural gas market
making  activity.  Citrus  Trading has never  purchased  or sold natural gas via
EnronOnline. Citrus Trading buys and sells natural gas only to serve the markets
along the  Florida  Gas  pipeline  system,  primarily  in the State of  Florida,
subject to Citrus  Trading's  right to cease to buy or sell  natural  gas at any
time.  Citrus  Trading has never engaged in trading  activity in the  California
natural gas market.

                  4.22  No  Other  FERC  Proceedings.  Except  as set  forth  on
Schedule 4.22, as of the date of this Agreement, there are no pending or, to the
Knowledge of Sellers,  threatened  FERC  proceedings  involving  Transwestern or
Florida Gas, except for such proceedings  which would not reasonably be expected
to have,  individually  or in the aggregate,  a Transfer Group Material  Adverse
Effect.

                  4.23 Limitation of Representations and Warranties.  EXCEPT FOR
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OF THIS AGREEMENT, NO
SELLER IS MAKING  ANY OTHER  REPRESENTATIONS  OR  WARRANTIES,  WRITTEN  OR ORAL,
STATUTORY,  EXPRESS OR IMPLIED, CONCERNING THE EQUITY INTEREST, OR THE BUSINESS,
ASSETS OR  LIABILITIES OF THE TRANSFER  GROUP  COMPANIES OR THE NORTHERN  BORDER
COMPANIES.  PURCHASER  ACKNOWLEDGES  THAT, EXCEPT AS EXPRESSLY  PROVIDED IN THIS
AGREEMENT,  NO SELLER HAS MADE, AND EACH SELLER HEREBY  EXPRESSLY  DISCLAIMS AND
NEGATES,  AND PURCHASER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY,
EXPRESS,  IMPLIED,  AT COMMON  LAW,  BY STATUTE OR  OTHERWISE  RELATING  TO, AND
PURCHASER HEREBY  EXPRESSLY  WAIVES AND RELINQUISHES ANY AND ALL RIGHTS,  CLAIMS
AND CAUSES OF ACTION  AGAINST  SELLERS AND THEIR  REPRESENTATIVES  IN CONNECTION
WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER
MATERIALS   (WRITTEN  OR  ORAL)  HERETOFORE   FURNISHED  TO  PURCHASER  AND  ITS
REPRESENTATIVES BY OR ON BEHALF OF SELLERS.  WITHOUT LIMITING THE FOREGOING,  NO
SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO (A)
THE  INFORMATION  SET  FORTH IN (I) THE  TRANSWESTERN  CONFIDENTIAL  INFORMATION
MEMORANDUM  DATED AS OF JULY 2002,  (II) THE NORTHERN PLAINS NATURAL GAS COMPANY
CONFIDENTIAL   INFORMATION   MEMORANDUM   DATED  AS  OF  JULY  2002,  (III)  THE
CONFIDENTIAL  INFORMATION  MEMORANDUM DATED JULY 2002 RELATING TO CITRUS AND ITS
SUBSIDIARIES, (IV) THE PLAN OR (V) THE DISCLOSURE STATEMENT OR (B) ANY FINANCIAL
PROJECTION OR FORECAST RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY OF
THE TRANSFER GROUP COMPANIES OR THE NORTHERN BORDER  COMPANIES.  WITH RESPECT TO
ANY  PROJECTION  OR FORECAST  DELIVERED ON BEHALF OF SELLERS TO PURCHASER OR ITS
REPRESENTATIVES,   PURCHASER  ACKNOWLEDGES  THAT  (A)  THERE  ARE  UNCERTAINTIES
INHERENT  IN  ATTEMPTING  TO MAKE  SUCH  PROJECTIONS  AND  FORECASTS,  (B) IT IS
FAMILIAR  WITH SUCH  UNCERTAINTIES,  (C) IT IS TAKING  FULL  RESPONSIBILITY  FOR
MAKING ITS OWN  EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH  PROJECTIONS
AND FORECASTS  FURNISHED TO IT AND (D) IT SHALL HAVE NO CLAIM AGAINST SELLERS OR
THEIR RESPECTIVE AFFILIATES WITH RESPECT THERETO.

                                   ARTICLE V

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

                  Purchaser  hereby   represents  and  warrants  to  Sellers  as
follows:

                  5.1  Organization  and Good  Standing.  Purchaser is a limited
liability  company duly organized,  validly  existing and in good standing under
the laws of the State of Delaware.

                  5.2  Authorization of Agreement.

                  (a) Purchaser has the requisite power and authority to execute
this  Agreement  and the  Transaction  Documents  to which it is a party  and to
consummate the  transactions  contemplated by this Agreement and the Transaction
Documents to which it is a party.  The execution and delivery of this  Agreement
and the Transaction Documents to which Purchaser is a party by Purchaser and the
consummation by Purchaser of the transactions contemplated by this Agreement and
the  Transaction  Documents to which it is a party have been duly  authorized by
all  necessary  action  on  the  part  of  Purchaser.  This  Agreement  and  the
Transaction  Documents to which Purchaser is a party have been duly executed and
delivered by Purchaser  and,  assuming  due  execution  and delivery by Sellers,
constitute the valid and binding  obligations of Purchaser,  enforceable against
Purchaser in accordance with their respective terms.

                  5.3  No Violation; Consents.

                  (a) Except as set forth on Schedule 5.3(a),  the execution and
delivery by Purchaser of this Agreement and the  Transaction  Documents to which
Purchaser  is a party  and the  consummation  of the  transactions  contemplated
hereby  and  thereby  do not and  will  not (i)  violate  any  provision  of the
certificate of formation or limited  liability  company  agreement of Purchaser,
(ii) conflict with, require the consent of a third party under, violate,  result
in the  breach  of,  constitute  a default  under,  or give rise to any right of
acceleration, cancellation or termination of any material right or obligation of
Purchaser under any material agreement or other instrument to which Purchaser is
a party or by which  Purchaser  or any of its  properties  or assets  are bound,
(iii)  violate any Order of any  Governmental  Authority  to which  Purchaser is
bound or subject or (iv) violate any Applicable  Law, other than, in the case of
clauses (ii) through (iv), any conflict, violation, breach, default, requirement
for consents,  rights of  acceleration,  cancellation,  termination or Lien that
would not reasonably be expected to have,  individually  or in the aggregate,  a
Purchaser Material Adverse Effect.

                  (b) Except as set forth on Schedule  5.3(b) and except for (i)
filings as may be required  under the HSR Act and (ii) such  filings  with,  and
orders of, the FCC as may be required under the Communications  Act, no Order or
Permit issued by, or declaration or filing with, or  notification  to, or waiver
from or consent  from,  any  Governmental  Authority  is required on the part of
Purchaser in connection  with the execution and delivery of this  Agreement,  or
the compliance or performance by Purchaser with any of the provisions  contained
in this Agreement or the consummation of the transactions  contemplated  hereby,
except for any such  requirements,  the  failure of which to be obtained or made
would not reasonably be expected to have,  individually  or in the aggregate,  a
Purchaser Material Adverse Effect.

                  5.4 Litigation. There is no Action or Order pending or, to the
knowledge of Purchaser, threatened against Purchaser or any of its Affiliates or
Subsidiaries  that seeks to  restrain or prohibit  or  otherwise  challenge  the
consummation,  legality or validity of the transactions  contemplated  hereby or
which would reasonably be expected to have,  individually or in the aggregate, a
Purchaser Material Adverse Effect.

                  5.5 Investment  Intention.  Purchaser is acquiring the Equity
Interest for its own account,  for investment  purposes only and not with a view
to the  distribution (as such term is used in Section 2(a)(11) of the Securities
Act)  thereof  Purchaser  understands  that  the  Equity  Interest  has not been
registered  under the  Securities  Act and  cannot be sold  unless  subsequently
registered  under the Securities Act or an exemption from such  registration  is
available.

                  5.6  Financial  Capability.  On  or prior to the  date hereof,
Purchaser  has delivered to Sellers true and complete copies of the following:

                  (a) a binding  Commitment  Letter for Equity  Bridge  Facility
addressed  to Southern  Union  Panhandle  LLC and  Southern  Union  Company from
JPMorgan Chase Bank, JPMorgan Securities,  Inc., Merrill Lynch Capital Corp. and
Merrill Lynch, Pierce, Fenner & Smith Inc. for the transactions  contemplated by
this Agreement;

                  (b) a binding  letter from  Southern  Union  Panhandle LLC and
Southern  Union Company to advance to Purchaser as equity  financing the amounts
advanced to Southern Union Panhandle LLC and Southern Union Company  pursuant to
the Commitment  Letter for Equity Bridge  Facility  referred to in the preceding
clause (a);

                  (c) a binding letter from General Electric Capital Corporation
to provide equity  financing to Purchaser for the  transactions  contemplated by
this Agreement; and

                  (d) a binding  Commitment  Letter  addressed to Purchaser from
JPMorgan Chase Bank, JPMorgan Securities,  Inc., Merrill Lynch Capital Corp. and
Merrill  Lynch,  Pierce,  Fenner & Smith Inc. to provide (i) debt  financing  to
Purchaser for the transactions  contemplated by this Agreement,  and (ii) a term
loan and a revolving credit facility to refinance the existing credit facilities
of Transwestern.

                  The letters  referred to in paragraphs (a) through (d) of this
Section 5.6 provide for funding in an aggregate  amount  sufficient  to purchase
the Equity  Interest at the Purchase  Price and to consummate  the  transactions
contemplated by this Agreement,  including, without limitation, payments of fees
and  expenses  contemplated  hereunder.  None of the letters  referred to in the
preceding clauses (a)-(d) has been withdrawn,  and Purchaser is not aware of any
facts or  circumstances  that  would  cause  Purchaser  to be  unable  to obtain
financing  in  accordance  with the terms of such  letters,  other than any such
change, circumstance or event which results from (a) any of the events described
in  Section  3.2(d),  (b) any  material  breach by Sellers  of any  covenant  or
agreement in this Agreement or any  representation or warranty of Sellers having
been or becoming untrue in any material respect, or (c) a Capital Markets Event.

                  5.7 Financial Advisors. Except as set forth on Schedule 5.7 no
Person has acted,  directly  or  indirectly,  as a broker,  finder or  financial
advisor for Purchaser in connection with the  transactions  contemplated by this
Agreement  and no Person is entitled to any fee or commission or like payment in
respect thereof.

                  5.8 Understandings  or  Arrangements  Relating  to the Citrus
Group  Companies.  As of the date of this  Agreement,  neither  Purchaser or the
Financing Sources, or any of their respective Affiliates or Representatives, has
made or entered into any agreements,  understandings or arrangements,  or, since
June 1, 2003, has had any substantive conversations, with El Paso Corporation or
any of its Affiliates or  Representatives  related to the sale or other transfer
of the capital stock or the assets of any or all of the Citrus Group Companies.

                                   ARTICLE VI

                                    COVENANTS

                  6.1 Access to  Information.  Prior to Closing,  Sellers shall,
and  shall  use  commercially  reasonable  efforts  to cause  the  Citrus  Group
Companies  to, and shall cause the other  Transfer  Group  Companies  to, permit
Purchaser and its Representatives (including its legal advisors and accountants)
to have  reasonable  access,  during normal  business hours and upon  reasonable
advance notice, to the properties,  books, records and personnel of the Transfer
Group  Companies;  provided,  that in no event shall any Seller or any  Transfer
Group Company be obligated to provide (i) access or  information in violation of
Applicable Law, (ii) bids,  letters of intent,  expressions of interest or other
proposals received from others in connection with the transactions  contemplated
by this Agreement and information and analysis  relating to such  communications
or (iii) any information, the disclosure of which would jeopardize any privilege
available  to any Seller,  any of the Transfer  Group  Companies or any of their
respective  Affiliates  relating to such  information or would cause any Seller,
any of the Transfer  Group  Companies or any of their  respective  Affiliates to
breach a  confidentiality  obligation to which it is bound.  In connection  with
such access,  Purchaser's  Representatives shall cooperate with Sellers' and the
Transfer  Group  Companies'  Representatives  and shall  use their  commercially
reasonable efforts to minimize any disruption of the business of Sellers and the
Transfer  Group  Companies.  Purchaser  agrees  to  abide  by the  terms  of the
Confidentiality  Agreements and any safety rules or rules of conduct  reasonably
imposed by the relevant  Seller or Transfer  Group  Company with respect to such
access and any information furnished to them or their  Representatives  pursuant
to this Section 6.1.  Purchaser  shall  indemnify,  defend and hold harmless the
Seller Indemnified Parties and the Transfer Group Companies from and against any
and all Losses asserted against or suffered by them relating to, resulting from,
or  arising  out  of,  examinations  or  inspections  made by  Purchaser  or its
Representatives pursuant to this Section 6.1.

                  6.2  Conduct of the Business Pending the Closing.

                  (a)  Except  as  otherwise  expressly   contemplated  by  this
Agreement and the schedules attached hereto or with the prior written consent of
Purchaser  (which  consent  shall  not  be  unreasonably  withheld,  delayed  or
conditioned),  during the period from the date of this  Agreement to and through
the Closing Date, Sellers shall,  subject to (i) the limitations  imposed on any
of the Sellers as a result of Enron, EOS and ETS and their respective Affiliates
having  filed  petitions  for  relief  under  the  Bankruptcy  Code and (ii) any
applicable  fiduciary or contractual  obligations,  use commercially  reasonable
efforts to cause the Transfer  Group  Companies to (A) conduct their  respective
businesses in all material respects in the Ordinary Course of Business,  and (B)
preserve in all material respects the present business operations,  organization
and goodwill of the Transfer Group  Companies.  For the avoidance of doubt,  the
foregoing  shall not require  Sellers or any of the Transfer Group  Companies to
make any  payments,  incur  any  costs or enter  into or amend  any  contractual
arrangements,  agreements or understandings,  unless such payment, incurrence or
other action is required by Applicable Law, by contractual  obligation with such
third parties or to operate in the Ordinary Course of Business.

                  (b)  Except  as  otherwise  expressly   contemplated  by  this
Agreement or with the prior written  consent of Purchaser  (which  consent shall
not be unreasonably withheld, delayed or conditioned), Sellers shall, subject to
(i) the  limitations  imposed  on any of the  Sellers  prior to the date of this
Agreement  as a result of Enron,  EOS and ETS and  their  respective  Affiliates
having  filed  petitions  for  relief  under  the  Bankruptcy  Code and (ii) any
applicable  fiduciary or contractual  obligations,  use commercially  reasonable
efforts to not permit any of the Citrus Group Companies to, and shall not permit
any of the other Transfer Group Companies to:

                            (i) except as set forth on Schedule  6.2(b)(i) or as
            contemplated  by the  Contribution  Agreement  or in  the  schedules
            thereto,  declare,  set aside,  make or pay any non-cash dividend or
            other non-cash  distribution  in respect of the capital stock of any
            Transfer  Group Company or repurchase,  redeem or otherwise  acquire
            for non-cash  consideration  any  outstanding  shares of the capital
            stock or other  securities of, or other ownership  interests in, any
            Transfer  Group  Company  (it  being  understood  that  prior to the
            Closing,  Sellers  shall  have the  right to cause  Transwestern  to
            dividend  the  Transwestern   Receivables  to  Sellers  without  any
            liability to Sellers or any  adjustment  to the  Purchase  Price and
            nothing  in this  Agreement  shall be  deemed to  prevent,  delay or
            hinder Sellers' right to cause such dividend to be made);

                            (ii)  except  as set forth on  Schedule  6.2(b)(ii),
            transfer,  issue,  sell or dispose of any shares of capital stock or
            other  securities  of any of the  Transfer  Group  Companies  or the
            500,000  common  units  of  Northern  Border  beneficially  owned by
            Northern  Plains as of the date of this  Agreement or grant options,
            warrants,  calls or other  rights to purchase or  otherwise  acquire
            shares of the  capital  stock or other  securities  of the  Transfer
            Group  Companies  or the 500,000  common  units of  Northern  Border
            beneficially  owned  by  Northern  Plains  as of the  date  of  this
            Agreement;

                            (iii) effect any recapitalization, reclassification,
            stock split,  or like change in the  capitalization  of any Transfer
            Group Company;

                            (iv)  except  as set forth on  Schedule  6.2(b)(iv),
            amend   the   certificate   of   incorporation,   bylaws   or  other
            organizational documents of any of the Transfer Group Companies;

                            (v)  except  as  provided  under the  severance  and
            retention plans and other employment arrangements listed on Schedule
            6.2(b)(v)  and except as would not create or increase any  liability
            of any Citrus Group Company,  Transwestern  or Northern Plains Group
            Company  beyond any amount  reflected  on the  Balance  Sheets,  (A)
            materially increase the annual level of compensation of any employee
            of  the  Transfer  Group  Companies  (other  than  increases  in the
            Ordinary  Course  of  Business  and that in the  aggregate  will not
            result  in a  material  increase  in the  benefits  or  compensation
            expense of the Transfer Group Companies taken as a whole), (B) grant
            any  unusual or  extraordinary  bonus,  benefit  or other  direct or
            indirect compensation to any employee, director or consultant of the
            Transfer  Group  Companies,  other  than in the  Ordinary  Course of
            Business, (C) materially increase the coverage or benefits available
            under any (or,  except as permitted  under clause (D) or as provided
            on Schedule 6.2(b)(v), create or adopt any new) Benefit Arrangement,
            Employee  Benefit Plan or  arrangement  made to, for, or with any of
            the directors, officers, employees, agents or representatives of the
            Transfer Group Companies or otherwise  materially modify or amend or
            terminate  any such  arrangement  or plan or (D)  other  than in the
            Ordinary  Course of  Business,  hire any  person  or enter  into any
            employment, deferred compensation, severance, consulting, or similar
            agreement (or amend any such  agreement) to which any Transfer Group
            Company is a party or  involving a director,  officer or employee of
            the Transfer  Group  Companies in his or her capacity as a director,
            officer or employee of the Transfer Group Companies,  other than (1)
            with  respect to any Person who fills a vacant  position or (2) with
            respect to a technical consulting engagement; provided that any such
            agreement  or amendment  (x) has a term of one year or less,  and in
            the case of (1), provides for no increase in compensation other than
            in the Ordinary Course of Business and, (y) in the case of (2), will
            not provide the technical consultant with more than $200,000 of base
            annual  salary,  or (z) in  the  case  of  hirings,  agreements  and
            amendments  that do not meet the  requirements  of subclauses (x) or
            (y)  will  not,  when   aggregated  with  all  other  such  hirings,
            agreements  and  amendments  that do not  meet the  requirements  of
            subclauses (x) or (y),  require total payments of base annual salary
            in excess of $2,000,000  or payments to any  individual in excess of
            $350,000.

                            (vi) except as set forth on Schedule  6.2(b)(vi) and
            except for (A) trade payables, (B) indebtedness under existing lines
            of credit,  (C) any  extension,  renewal or  refinancing of existing
            indebtedness,  (D)  indebtedness  for  borrowed  money  incurred  or
            guarantees  issued  in the  Ordinary  Course  of  Business  and  (E)
            indebtedness  in an amount  sufficient  to allow the Transfer  Group
            Companies to make any required  capital  contributions in accordance
            with the terms of the Northern Border Partnership Agreement,  borrow
            monies  for any  reason,  draw  down on any line of  credit  or debt
            obligation,  or become the guarantor,  surety, endorser or otherwise
            liable  for  any  debt,   obligation  or  liability  (contingent  or
            otherwise)  of any other Person (other than another  Transfer  Group
            Company or any Northern Border Company);

                            (vii)  subject  any of the  material  properties  or
            assets  (whether  tangible  or  intangible)  of the  Transfer  Group
            Companies to any Lien,  except for (A)  Permitted  Exceptions or (B)
            Liens arising in the Ordinary  Course of Business or by operation of
            Law, or subject the Equity  Interest to any Lien,  except,  prior to
            the Closing,  the Liens on the Equity Interest imposed in connection
            with the DIP Agreement;

                            (viii) except as set forth on Schedule 6.2(b)(viii),
            (A)  acquire any  properties  or assets  other than in the  Ordinary
            Course of Business,  except for any such  acquisitions of properties
            or  assets  with a fair  market  value  of up to  $5,000,000  in the
            aggregate or (B) sell, assign, transfer,  convey, lease or otherwise
            dispose of any of the material  properties or assets of the Transfer
            Group  Companies  other  than in the  Ordinary  Course of  Business,
            except for any such dispositions of properties or assets with a fair
            market value of up to $5,000,000 in the aggregate;

                            (ix) until written  notice is provided to Purchaser,
            enter  into any  labor or  collective  bargaining  agreement  of the
            Transfer Group Companies,  through negotiation or otherwise, or make
            any material commitment or incur any material liability to any labor
            organization with respect to the Transfer Group Companies;

                            (x)  except  as set  forth  on  Schedule  6.2(b)(x),
            repurchase,  discharge or satisfy any claim,  debt or  obligation of
            any of the  Transfer  Group  Companies  in an  amount  in  excess of
            $2,000,000 in the aggregate,  other than (A) in the Ordinary  Course
            of Business,  (B) pursuant to the terms of any Contract as in effect
            on the  date of this  Agreement  or  permitted  to be  entered  into
            hereafter or (C) in the pursuit,  prosecution  or  resolution of any
            pending FERC proceedings;

                            (xi)  subject  to  Section  6.4,  permit  any of the
            Transfer Group  Companies to enter into, or agree to enter into, any
            merger or consolidation with, any corporation or other entity;

                            (xii)  pursuant  to or  within  the  meaning  of the
            Bankruptcy Code or any similar federal, state or foreign law for the
            relief of debtors,  commence a voluntary case,  consent to the entry
            of an Order for relief against any of them in an  involuntary  case,
            consent  to  the  appointment  of  a  receiver,  trustee,  assignee,
            liquidator or similar  official of them or for all or  substantially
            all of its property or assets, or make a general  assignment for the
            benefit of its creditors;

                            (xiii) fail to  maintain,  in full force and effect,
            to the extent commercially reasonably available,  insurance coverage
            that  is  equivalent  in all  material  respects  to  the  insurance
            coverage  currently in effect for the Transfer Group Companies under
            the Insurance Policies or comparable insurance;  provided,  however,
            that Sellers shall not be in breach of this Section  6.2(b)(xiii) if
            any current insurer refuses to renew or continue to extend insurance
            coverage  to the  Transfer  Group  Companies  so long as Sellers use
            commercially  reasonable  efforts  to  obtain  equivalent  insurance
            coverage  from another  reputable  insurer and nothing  herein shall
            prevent Sellers from replacing any existing insurance from a current
            insurer  with  substantially   equivalent   insurance  from  another
            reputable insurer;

                            (xiv)  amend,  modify  or  change  the  Contribution
            Agreement or the Principal Contribution Transaction Documents (other
            than an  amendment  of the  Transition  Services  Agreement  and the
            Transition Services Supplemental  Agreement solely providing for the
            extension  of the term for a  period  of up to one (1)  year) in any
            material respect;

                            (xv) except as set forth on Schedule 6.2(b)(xv) make
            any single loan,  advance or capital  contribution to, or investment
            in,  any  Person who is not a  Transfer  Group  Company or  Northern
            Border Company (or any entity in which a Northern Border Company has
            an ownership  interest) in excess of  $5,000,000 or a series of such
            loans, advances and capital contributions to, or investments in, any
            such Person in excess of $15,000,000  in the  aggregate,  except for
            loans, advances,  capital contributions and investments (A) pursuant
            to and in  accordance  with the terms of any Material  Contract,  in
            each case existing as of the date of this  Agreement,  or (B) in the
            Ordinary Course of Business;

                            (xvi)  except as set forth on Schedule  6.2(b)(xvi),
            make or commit to make any single  capital  expenditure in excess of
            $5,000,000  or commit to make a series of  capital  expenditures  in
            excess of  $15,000,000  in the aggregate  (in each case,  other than
            capital  expenditures  included in the capital  forecast  previously
            provided to Purchaser); or

                            (xvii) authorize, or commit or agree to take, any of
            the actions referred to in paragraphs (i) through (xvi) above.

                  6.3 Appropriate Action; Filings.

                  (a) Through the Closing Date,  Sellers and Purchaser will each
cooperate with each other and use (and will cause their respective  Subsidiaries
and Affiliates to use) commercially  reasonable efforts (i) to take, or to cause
to be  taken,  all  actions,  and to do,  or to  cause to be  done,  all  things
reasonably  necessary,  proper or  advisable  on its part under this  Agreement,
Applicable Law or otherwise to consummate  and make  effective the  transactions
contemplated  by this Agreement,  (ii) to obtain promptly from any  Governmental
Authority any Orders or Permits  required to be obtained by Sellers or Purchaser
or any of their  respective  Subsidiaries in connection with the  authorization,
execution,  delivery and  performance of this Agreement and the  consummation of
the transactions  contemplated  hereby, and (iii) to promptly make all necessary
filings,  and thereafter  make any other required  submissions,  with respect to
this Agreement and prompt  consummation of the transactions  contemplated hereby
required  under (A) the HSR Act,  (B) the  Communications  Act and (C) any other
Applicable  Law. For the  avoidance of doubt,  Sellers shall not be obligated to
pay any  consideration or incur any additional costs to obtain any consents from
third  parties that may be  necessary,  proper or advisable  to  consummate  the
transactions  contemplated  by this  Agreement.  In  addition,  each  party will
provide  prompt  notification  to the other party when any such  Action,  Order,
Permit,  filing  application  petition or notice  referred  to in the  foregoing
clause (iii) is obtained,  taken or made,  as  applicable.  Notwithstanding  any
provision of this  Agreement  to the  contrary,  neither  Sellers nor any of the
Transfer  Group  Companies  shall be  required  to take any  action  (including,
without  limitation,  to make  any  statement)  that  would,  in the  reasonable
judgment of the  Sellers,  be expected to  materially  hinder or delay  Sellers'
ability,  following a valid  termination of this  Agreement  pursuant to Section
3.2, to effect a Distribution.

                  (b) As promptly as practicable, but in any event no later than
fifteen (15) days after the entry of the Bidding  Procedures Order,  Sellers and
Purchaser shall each file or cause to be filed with the Federal Trade Commission
("FTC")  and the  Department  of Justice  ("DOJ") any  notifications  and report
forms, together with all required supplemental information, required to be filed
under the HSR Act and the regulations promulgated thereunder with respect to the
transactions  contemplated by this Agreement,  and request early  termination of
the  waiting  period  with  respect  to the  transactions  contemplated  by this
Agreement.  Sellers  and  Purchaser  shall  consult  with  each  other as to the
appropriate  time of  filing  such  notifications  and  shall  use  commercially
reasonable  efforts to make such  filings at the  agreed  upon time,  to respond
promptly  to any  requests  for  additional  information  made by either of such
agencies,  to  cooperate  with  each  other in  connection  with  resolving  any
investigation or other inquiry concerning the transactions  contemplated by this
Agreement  commenced by either of such agencies and to cause the waiting periods
under the HSR Act to terminate or expire at the earliest possible date after the
date of filing; provided that neither Sellers nor Purchaser shall be required to
continue  to pursue  approval  to the  extent  either  agency or staff of either
agency has indicated,  in the good-faith belief of both Purchaser's and Sellers'
legal counsel,  that it will invoke judicial  process to enjoin  consummation of
the  transactions  contemplated by this Agreement prior to the expiration of the
waiting period.  Purchaser will promptly take all actions within its control and
necessary to comply with any requests  made, or  conditions  set, by the FTC and
the DOJ to consummate the transactions contemplated by this Agreement, including
the  divestiture  of assets of any  Transfer  Group  Company or Northern  Border
Company; provided,  however, that in no event shall Purchaser be required (i) to
divest any asset or modify any arrangement with respect to any of the operations
of the Transfer Group Companies (other than any of their equity interests in, or
assets of, any or all of the Northern Border Companies).  if such divestiture or
modification would have a Transfer Group Material Adverse Effect or (ii) to take
or refrain  from  taking any action if such  action or  refraining  would have a
Transfer Group Material  Adverse Effect.  Notwithstanding  the foregoing,  in no
event  shall  Purchaser  be required to take any action to obtain the consent or
approval of the FTC or the DOJ to the  transactions  contemplated  hereby if the
FTC or the DOJ:  (i) imposes as a condition  to  obtaining  any such  consent or
approval any  limitations  or conditions  materially  adverse to the business of
Purchaser and Southern Union  Company,  taken as a whole,  or Panhandle  Eastern
Pipe Line Company,  LLC and its  Subsidiaries,  taken as a whole or (ii) imposes
any limitations or conditions whatsoever on General Electric Capital Corporation
or any of its Affiliates (other than Purchaser).

                  6.4 Bankruptcy Filings, Covenants and Agreements.

                  (a) No  later  than  four  (4)  Business  Days  following  the
execution of this  Agreement,  Sellers shall file with the Bankruptcy  Court (i)
the Sale  Motion,  seeking  entry of the  Approval  Order,  and (ii) the Bidding
Procedures Motion,  seeking entry of the Bidding Procedures Order. Sellers agree
that they shall use commercially reasonable efforts to have the Bankruptcy Court
enter the Bidding  Procedures Order as soon as practicable  following the filing
of the Bidding  Procedures  Motion.  Purchaser agrees that it will promptly take
such actions as are  reasonably  requested by Sellers to assist in obtaining the
Approval Order and the Bidding Procedures Order, including furnishing affidavits
or other documents or information  for filing with the Bankruptcy  Court for the
purposes,  among others,  of providing  necessary  assurances of  performance by
Purchaser  under this  Agreement  and  demonstrating  that  Purchaser is a "good
faith"  purchaser under section 363(m) of the Bankruptcy  Code.  Purchaser shall
not,  without the prior written consent of Sellers,  file, join in, or otherwise
support in any manner  whatsoever any motion or other  pleading  relating to the
sale of the Equity  Interest  hereunder.  In the event the entry of the Approval
Order or the Bidding  Procedures Order shall be appealed,  Sellers and Purchaser
shall each use its commercially reasonable efforts to defend such appeal.

                  (b) From the date of execution of this Agreement and until the
date the Bankruptcy Court approves the Bidding  Procedures Order,  Sellers shall
not,  and  shall  not  cause,  authorize  or  permit  any  of  their  respective
Affiliates,  and their respective  officers,  directors,  employees,  attorneys,
investment   bankers,   accountants   and  other   agents  and   representatives
(collectively,  "Representatives")  to,  directly or  indirectly,  (i)  solicit,
initiate,  negotiate,  assist,  facilitate  or encourage the  submission  of, or
accept or agree to, or otherwise take any affirmative action with respect to the
purchase of the Equity Interest by any Person other than Purchaser, (ii) furnish
any non-public information to any Person other than Purchaser, its Affiliates or
their Representatives relating to any of the Transfer Group Companies (except in
connection with providing  notices of the Bidding  Procedures  Motion and/or the
Sale Motion),  or (iii) enter into any  negotiations or discussions or agreement
or  arrangement  in  connection  with the purchase of the Equity  Interest,  the
equity  interests of any of the Transfer Group Companies or all or substantially
all of the  assets of  Transwestern  by any  Person  other  than  Purchaser  (an
"Alternative  Transaction");  provided,  however,  that  nothing in this Section
6.4(b)  shall  prohibit  or  restrict  Sellers  or  their  Affiliates  or  their
respective  Representatives from taking appropriate actions to preserve Sellers'
flexibility to effect a Distribution. For the avoidance of doubt, any statements
made by Sellers in the Bidding Procedures Motion or in the hearing in connection
therewith  shall  not be  deemed  to be a  solicitation  for  purposes  of  this
Agreement.  Nothing in this Section 6.4 shall  prohibit or restrict  Sellers and
their  Affiliates  and  Representatives  from  providing  information  about the
Bidding  Procedures  Motion or the  Bidding  Procedures  Order to any Person who
makes an offer or expresses an  indication  of interest  which was not solicited
after the date of this  Agreement in violation of this Section  6.4(b).  Sellers
shall not be required to comply with the  foregoing  provisions  of this Section
6.4(b) to the extent  Sellers (i) take any action  required in  connection  with
obtaining  the Bidding  Procedures  Order or the Approval  Order or (ii) in good
faith determine  (after  consultation  with bankruptcy  counsel) that compliance
with such provisions  would likely be inconsistent  with the fiduciary duties of
Sellers' directors in respect of the Bankruptcy Cases.

                  (c)  Following the entry of the Bidding  Procedures  Order and
until the Auction Termination Date, Sellers and their respective  Affiliates and
Representatives  shall be permitted to market and solicit inquiries,  proposals,
offers or bids  from,  and  negotiate  with,  any Person  other  than  Purchaser
relating  to an  Alternative  Transaction,  and may take any  other  affirmative
action in connection therewith (including, but not limited to, (i) entering into
any  definitive  agreement  or  letter-of-intent  with  respect  thereto or (ii)
issuing  press  releases,  placing  advertisements  or making other  releases or
disclosures in connection therewith),  subject only to any limitations set forth
in the Bidding  Procedures  Order,  and nothing in this  Agreement  will,  or is
intended to, in any way be deemed to restrict such actions or efforts; provided,
however,  that during such time,  Sellers and their  respective  Affiliates  and
Representatives shall not solicit the submission of any offer for an Alternative
Transaction  that does not involve the purchase of the entire Equity Interest or
all of the assets of the Company;  provided further,  however,  that if a Person
other than  Purchaser  submits an  unsolicited  offer or  indication of interest
regarding a transaction for all or a portion of the Equity Interest,  the equity
interests  of any  Transfer  Group  Company or all or  substantially  all of the
assets  of  Transwestern,  the  immediately  preceding  proviso  shall in no way
restrict the ability of any Seller or any of its  Affiliates or  Representatives
from taking any action otherwise  permitted by this Section 6.4(c) in connection
with such offer or  indication  of interest.  For the  avoidance  of doubt,  any
statements  made  by  Sellers  or  any  of its  Representatives  in the  Bidding
Procedures Motion or in the hearing in connection  therewith shall not be deemed
to be a  solicitation  for  purposes  of  this  Agreement.  Notwithstanding  the
foregoing,  Sellers may only enter into, and seek Bankruptcy  Court approval of,
(i) any definitive agreement with respect to an Alternative  Transaction if such
Alternative Transaction is a Superior Transaction or (ii) a Distribution, and in
each case only on or prior to the Auction  Termination Date, unless Purchaser is
not selected as the Winning Bidder pursuant thereto. None of the Sellers nor any
of their respective  Affiliates or  Representatives  shall have any liability to
Purchaser or any of its Affiliates or Representatives,  either under or relating
to this Agreement or any  Applicable  Law, by virtue of entering into or seeking
Bankruptcy  Court  approval  of  such  a  definitive  agreement  for a  Superior
Transaction that is permitted by this Section 6.4(c).

                  (d) If  Purchaser  is  selected  as Winning  Bidder,  from the
Auction  Termination Date until the earlier of (i) the Closing Date and (ii) the
valid termination of this Agreement  pursuant to Section 3.2, Sellers shall not,
directly or indirectly,  pursue or facilitate any  Alternative  Transaction  or,
solicit,  accept,  facilitate,  review,  cooperate  with,  discuss,  or  provide
information in connection with, any offer, inquiry,  proposal, bid or indication
of interest from any Person,  or respond to any inquiries  from or engage in any
negotiations  with any Person, or share any information  regarding  Purchaser or
any  of  the  Transfer  Group   Companies,   with  respect  to  or  in  possible
contemplation  of any  Alternative  Transaction,  and Sellers  shall not assist,
cooperate with or help to facilitate any other Person in taking or effecting any
such actions; provided,  however, that nothing herein shall limit the ability of
the  Sellers  to take any action  (including,  without  limitation,  to make any
statement)  to preserve the  flexibility  to effect a  Distribution  following a
valid termination of this Agreement  pursuant to Section 3.2. The parties hereto
agree that if  Purchaser is selected as the Winning  Bidder,  from and after the
Auction  Termination  Date,  Sellers shall not have the right to terminate  this
Agreement pursuant to Section 3.2(d)(iii).

                  (e) No Seller will seek  approval of the  Bankruptcy  Court to
amend,  modify or change the initial overbid increment in respect of bids for an
Alternative Transaction.

                  6.5 Preservation of Records;  Cooperation.  Subject to Section
9.2(d) hereof (relating to the preservation of Tax records), each of Sellers and
Purchaser shall,  and, after the Closing Date,  Purchaser shall use commercially
reasonable  efforts to cause the Citrus Group  Companies to, and shall cause the
other Transfer  Group  Companies to,  preserve and keep in their  possession all
records  held by them on and after the date of this  Agreement  relating  to the
business of the  Transfer  Group  Companies,  until the earlier of (x) seven (7)
years  from  the  Closing  Date or such  longer  period  as may be  required  by
Applicable Law and (y) the closing of the Bankruptcy  Cases, and shall make such
records  and  then  existing  personnel  available  to the  other  party  as may
reasonably be required by such party in connection with, among other things, any
insurance  claims  involving,   legal  proceedings  involving,  or  governmental
investigations of, Sellers or Purchaser or any of their respective Affiliates or
in order to  enable  Sellers  or  Purchaser  to  comply  with  their  respective
obligations  under  this  Agreement  and  each  other  agreement,   document  or
instrument contemplated hereby or thereby;  provided,  however, that in no event
shall Sellers,  Purchaser or any of their respective  Affiliates be obligated to
provide  any  information  the  disclosure  of which  would (i)  jeopardize  any
privilege  available to such party  relating to such  information  or (ii) cause
such party to breach a  confidentiality  obligation to which it is bound.  After
the  expiration of any  applicable  retention  period,  before  Purchaser  shall
dispose of any of such  records,  at least ninety (90) days prior notice to such
effect  shall  be given by  Purchaser  to  Sellers  (or a Person  designated  by
Sellers) and Sellers shall have the  opportunity  (but not the  obligation),  at
their  sole cost and  expense,  to  remove  and  retain  all or any part of such
records as they may in their sole discretion select.

                  6.6 Confidentiality.

                  (a) The parties  acknowledge  that Southern  Union Company and
Enron previously  executed a confidentiality  agreement dated April 2, 2004, and
General   Electric  Capital   Corporation  and  Enron   previously   executed  a
confidentiality  agreement effective as of April 2, 2004 (as each may be amended
and  supplemented,  the  "Confidentiality  Agreements"),  which  Confidentiality
Agreements  shall  continue  in full force and effect  until  completion  of the
Closing,  at which time the  obligations  of Southern  Union Company and General
Electric Capital Corporation  thereunder with respect to the Evaluation Material
(as defined in the Confidentiality  Agreements)  relating solely to the Transfer
Group Companies shall terminate.  Purchaser  hereby agrees to be bound,  mutatis
mutandis, by the terms and conditions of the Confidentiality Agreements to which
Southern Union Company and General Electric Capital  Corporation are bound as if
Purchaser were an original party thereto.

                  (b)  Subject to the  provisions  of Section  6.4,  the parties
agree that the terms and  conditions of the  transactions  contemplated  by this
Agreement  and  information   provided  to  Purchaser  and  its  Affiliates  and
Representatives  and the  Purchaser  Related  Parties  in  connection  with  the
execution hereof shall be subject to the same standard of confidentiality as set
forth in the  Confidentiality  Agreements.  Notwithstanding  the foregoing,  the
parties hereto  acknowledge  and understand  that (i) in connection with seeking
the Bidding Procedures Order and the Approval Order and implementation  thereof,
this Agreement  (together with the exhibits and schedules  attached hereto) will
be filed  with  the  Bankruptcy  Court  and made  publicly  available,  and (ii)
disclosures relating to the transactions  contemplated by this Agreement will be
made to the  Creditors'  Committee and to its  Representatives,  and the parties
agree that such  filing  and  disclosures  will be not be deemed to violate  any
confidentiality  obligations  owing  to any  party,  whether  pursuant  to  this
Agreement,  the  Confidentiality  Agreements or otherwise.  Notwithstanding  the
foregoing,  neither this Section 6.6 nor the Confidentiality Agreements shall in
any way limit:  (i) the disclosure of information by Sellers in connection  with
the  administration  of the Bankruptcy Cases, (ii) the disclosure of information
by Sellers to the SEC. FERC, PBGC and any other  Governmental  Authority,  (iii)
the  disclosure of  information  that is related to a  Distribution  following a
valid  termination of this Agreement  pursuant to Section 3.2, or (iv) any other
action or  disclosure  permitted  to be made by  Sellers  and  their  respective
Affiliates and Representatives pursuant to Section 6.4.

                  6.7 Public  Announcements.  Prior to the Closing Date, none of
Sellers or Purchaser,  or any of their respective Affiliates or Representatives,
shall (except as may otherwise be permitted under the terms of this Agreement or
the Bidding Procedures Order or as may be deemed reasonably necessary to fulfill
disclosure  requirements in connection with the Plan) issue any press release or
public statement  concerning this Agreement or the transactions  contemplated by
this Agreement without obtaining the prior written approval of the other parties
hereto,  unless such  disclosure is required by Applicable  Law, an Order of the
Bankruptcy  Court or by obligations  pursuant to any agreement with any national
securities  exchange;  provided,  that the party  intending to make such release
shall  give the other  parties  prior  notice  and  shall  use its  commercially
reasonable  efforts  consistent with such Applicable Law, Order or obligation to
consult with the other parties with respect to the text thereof. Notwithstanding
the  foregoing,  this  Section  6.7 shall not in any way  prohibit  or  restrict
Sellers  from  issuing  any press  release  or  public  statement,  placing  any
advertisement  or making  any other  releases  or  disclosures  permitted  under
Section 6.4.

                  6.8 Directors' and Officers' Indemnification.  For a period of
not less than six (6) years after the Closing  Date,  Purchaser  shall cause the
certificate of  incorporation  and bylaws or other  organizational  documents of
each  Transfer  Group  Company  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 Transfer  Group Company 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 Purchaser shall use  commercially  reasonable
efforts to cause each of the Citrus  Group  Companies  to, and shall  cause each
other  Transfer  Group  Company  to,  jointly  and  severally   honor  all  such
provisions,   including   making  any   indemnification   payments  and  expense
advancements  thereunder.  In the event that any indemnifiable claim is asserted
or made  within  such six (6) 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 Transfer Group Company's  certificate of
incorporation and bylaws or other  organizational  documents until such claim is
disposed of or all Orders in connection with such claim are fully satisfied.

                  6.9 Further Assurances.  Sellers and Purchaser agree that from
and after the Closing Date,  each of them will, and will cause their  respective
Affiliates  to,  execute and deliver such further  instruments of conveyance and
transfer and take such other action as may  reasonably be requested by any party
hereto to carry out the purposes and intents of this Agreement.

                  6.10 Financing.

                  (a) Purchaser  shall use its reasonable best efforts to obtain
and effectuate  the Financing on the terms set forth in the Commitment  Letters.
Purchaser  shall  perform  all  obligations  required to be  performed  by it in
accordance  with  the  terms  of the  Commitment  Letters,  and  shall  use  its
reasonable  best  efforts to maintain the  Commitment  Letters in full force and
effect  through the  Closing.  Purchaser  shall from time to time  provide  such
information to Sellers as Sellers may reasonably request regarding the status of
the Financing.  Purchaser  agrees to notify Sellers  immediately if, at any time
prior to the Closing Date, (i) any of the Commitment  Letters shall expire or be
terminated  for any  reason;  (ii)  any  Financing  Source  that is a party to a
Commitment  Letter  notifies  Purchaser  that such  source no longer  intends to
provide  financing to Purchaser,  except pursuant to assignment rights expressly
set forth in the Commitment  Letters,  the  syndication of any commitment or the
addition of parties to any such commitments or Commitment Letters (provided that
the  aggregate  amount  of  such  commitments  is not  reduced  thereby  or such
assignment  does not impair the ability to obtain the  Financing),  and all such
additional or substituted parties shall be deemed Financing Sources for purposes
of this  Agreement,  (iii) for any reason  Purchaser no longer  believes in good
faith that it will be able to obtain any of the financing  substantially  on the
terms  described  in the  Commitment  Letters  or (iv) a Capital  Markets  Event
occurs. Purchaser shall not, or permit any of its Subsidiaries or Affiliates to,
without the prior written consent of Sellers,  take any action or enter into any
transaction,  including,  without  limitation,  any merger,  acquisition,  joint
venture,  disposition,  lease,  contract or debt or equity  financing that would
reasonably be expected to impair, delay or prevent the financing contemplated by
the Commitment Letters. Purchaser shall not amend or alter, or agree to amend or
alter, the Commitment Letters in any manner without the prior written consent of
Sellers,  provided  that such  consent  will not be required if such  amendment,
alteration  or agreement to amend or alter would not  reasonably  be expected to
hinder or delay the Closing.  Notwithstanding  the foregoing  provisions of this
Section 6.10(a), Purchaser may obtain alternative Financing,  provided that such
alternative  Financing  will not  reasonably  be expected to hinder or delay the
Closing and that the Commitment Letters remain in full force and effect.

                  (b)  Subject  to the  limitations  set forth in  Section  6.1,
Sellers will cooperate as reasonably requested with Purchaser in connection with
the  Financing,  including  providing  information  with respect to any offering
memorandum or similar  disclosure  document.  Purchaser will promptly  reimburse
Sellers for all  reasonable  expenses  incurred by any of them  pursuant to this
Section 6.10(b).

                  6.11 Payment of Pro Rata Distributions.  Purchaser agrees that
within two (2) Business Days after the Northern Plains Group  Companies  receive
any quarterly  distribution (the "Northern Border  Distribution")  from Northern
Border in respect of their general partner interests and common units paid after
the Closing  which  relates to a quarter that ends prior to the Closing Date, it
will cause all of the  applicable  Northern  Plains  Group  Companies  to pay to
Sellers the amount of such  distribution;  provided  that to the extent that any
Northern Border Distribution  relates to a quarter that begins prior to but ends
after the Closing Date,  Purchaser  shall cause the applicable  Northern  Plains
Group  Companies  to pay to  Sellers  for such  quarter  an amount  equal to the
product of (a) the aggregate amount of such Northern Border Distribution and (b)
a fraction,  the  numerator of which is the number of days from the first day of
the applicable  quarter through the Closing Date and the denominator of which is
ninety  (90).  Purchaser  shall  provide  Sellers  with  a  reasonably  detailed
calculation  of any pro  rata  Northern  Border  Distribution  paid  to  Sellers
pursuant to this Section 6.11. Any dispute  regarding such calculation  shall be
resolved by an  independent  accounting  firm  chosen in the manner  provided in
Schedule 2.1.  Amounts paid pursuant to this Section 6.11 shall be treated as an
adjustment  to the Purchase  Price for Tax  purposes.  Each of Purchaser and its
Affiliates  shall (a) take all actions  necessary  (including  voting its equity
interest on behalf of the Northern Plains Group  Companies) to effect,  or cause
to be effected,  any  distribution  to which the Northern Plains Group Companies
are entitled pursuant to the Northern Border  Partnership  Agreement and (b) not
take or fail to take,  or cause to be taken,  any action  that would  impair the
ability of the Northern  Plains Group  Companies to receive any  distribution to
which it is entitled  pursuant to the terms of the Northern  Border  Partnership
Agreement.

                  6.12  Release  of  Guarantees.  Sellers  and  certain of their
respective Affiliates are guarantors with respect to certain indebtedness of the
Transfer  Group  Companies,  as set forth on Schedule  6.12  (collectively,  the
"Guaranteed Indebtedness").  Prior to the Closing, Purchaser shall cause Sellers
or their respective  Affiliates,  as applicable,  to be replaced by Purchaser or
any Affiliate of Purchaser as guarantor or other applicable  status with respect
to all of the Guaranteed Indebtedness.

                  6.13  Understandings  or  Arrangements  Relating to the Citrus
Group Companies.  Except as specifically provided on Schedule 6.13, prior to the
Closing Date,  Purchaser  shall not, and Purchaser shall cause its Affiliates or
Representatives  and the  Purchaser  Related  Parties and their  Affiliates  and
Representatives  to not, make or enter into any  agreements,  understandings  or
arrangements, or have any substantive conversations, with El Paso Corporation or
any of its Affiliates or  Representatives  related to the sale or other transfer
of the capital stock or the assets of any or all of the Citrus Group Companies.

                  6.14 Severance Agreements, Plans and Policies.

                  (a) For a period of twelve (12) months after the Closing Date,
Purchaser  shall not, and shall cause the Transfer Group  Companies  (other than
the  Citrus  Group  Companies)  not to,  and shall use  commercially  reasonable
efforts to cause the Citrus Group Companies not to, terminate,  revoke, suspend,
amend,  modify or  otherwise  change (or take any action that would cause any of
the  foregoing,  or fail to take any action that would avoid the  foregoing) any
agreement,  plan,  program or policy  described on Schedule  4.13(a) or Schedule
4.13(b) and relating to severance or  termination  obligations  for employees of
the Transfer Group  Companies in any manner that would have an adverse impact on
the employees of the Transfer Group Companies.

                  (b) With respect to the partition and  distribution  of assets
and liabilities  associated with the Enron Gas Pipelines  Employee Benefit Trust
(the "VEBA") as disclosed on item 8 to Schedule 4.7(a), the amount of assets and
liabilities  to be  transferred  to, or assumed by, any Transfer  Group  Company
shall be with respect to the current and former  employees of the Transfer Group
Companies and shall be calculated in a manner  consistent with the motion of the
debtors  filed in the  Bankruptcy  Cases dated July 22, 2003, as may be amended,
seeking approval  therefore and shall be effectuated in a manner consistent with
the motion and any order of the Bankruptcy  Court approving the relief requested
therein.

                  (c)  Following the date hereof,  no Transfer  Group Company or
Northern Border Company will be required to contribute to or otherwise be liable
for any contributions in connection with the Cash Balance Plan including but not
limited  to,  any  payments  or  contributions  pursuant  to  any  Order  of the
Bankruptcy Court, the Contribution Agreement,  the Transition Services Agreement
or any other agreement, including without limitation, the agreement set forth in
Section 5.6(b) of the  Contribution  Agreement,  between any of Sellers,  on one
hand,  and the  Transfer  Group  Companies,  on the other hand,  relating to the
allocation  of costs of  providing  employee  benefits to the  employees  of the
Transfer Group  Companies.  For the avoidance of doubt, the Purchase Price shall
be deemed to include all contributions which otherwise would have been allocable
to any Transfer Group Company and any Northern Border Company. Following receipt
of the  Purchase  Price in  accordance  with the  terms of this  Agreement,  the
Transfer Group  Companies and the Northern  Border  Companies shall be deemed to
have fully  satisfied  the  contribution  obligations  that they would have been
required to contribute to the Cash Balance Plan, including,  without limitation,
any such obligation arising pursuant to any Order of the Bankruptcy Court or any
agreement referenced in this Section 6.14(c).

                  6.15 Citrus Trading.

                  (a)  Prior to the  Closing,  all of the  Contracts  listed  on
Schedule  6.15(a)  (such  Contracts,   collectively,  the  "Citrus  Trading  Gas
Contracts")  will be terminated,  transferred or assigned from Citrus Trading to
an entity other than a Transfer Group Company or Northern Border  Company,  such
that the Transfer Group  Companies will have no remaining  liability  under such
contracts,  or to the  extent  that  any  such  contract  is not so  terminated,
transferred or assigned,  Sellers shall indemnify Purchaser with respect to such
contracts pursuant to the Citrus Trading Gas Contract Indemnification Agreement,
in the form  attached  hereto as Exhibit C (the  "Citrus  Trading  Gas  Contract
Indemnification Agreement").

                  (b) From and after the  Closing,  Purchaser  shall cause to be
paid to Sellers,  in  accordance  with each  Seller's  Percentage  Interest,  an
aggregate  amount equal to fifty percent (50%) of any amounts received by any of
the  Citrus  Group  Companies  in  connection  with the  resolution  of the Duke
Litigation or ENA Litigation,  less (i) one-half of all reasonable out-of-pocket
expenses  incurred by the Citrus Group  Companies  pertaining to such litigation
(including,  without  limitation,  reasonable  attorney's  fees), (ii) an amount
sufficient to pay one-half of all Taxes payable by the Citrus Group Companies in
respect  of any such  amounts  paid to the  Citrus  Group  Companies  and  (iii)
one-half of any payments made to Auburndale Power Partners,  Limited Partnership
by Citrus  Trading  directly  from any  proceeds of the Duke  Litigation  or ENA
Litigation as provided under the Auburndale  Settlement  Agreement,  but only to
the extent  that the total of such  litigation  expenses  and Taxes  exceeds the
amount of cash on hand at Citrus  Trading as of the Closing  Date reduced by the
amount of any of such cash  previously  used to (x) reduce  the  Citrus  Trading
Contribution  Amount under  paragraph (b) or (c) of Schedule 2.1 to the Purchase
Agreement or (y) reduce any Net Losses (as defined in Section 2(b) of the Citrus
Trading Gas Contract Indemnity Agreement) pursuant to Section 2(c) of the Citrus
Trading Gas Contract Indemnity Agreement;  provided, however, that to the extent
that the actual  amounts  payable  to Sellers in respect of the Duke  Litigation
pursuant to this Section  6.14(b) exceed  $25,000,000,  then with respect to any
such amounts in respect of the Duke Litigation in excess of $25,000,000, Sellers
shall only be entitled to an aggregate  amount equal to  two-thirds  of such 50%
interest;  provided  further,  however,  that the  $25,000,000  in the preceding
proviso  shall be increased by the Final Citrus  Trading  Capital  Contribution.
Purchaser  shall pay to Sellers such amounts within two (2) Business Days of the
Citrus Group Companies receipt thereof. From and after Closing,  Purchaser shall
in good faith use  commercially  reasonable  efforts  to cause the Citrus  Group
Companies to expeditiously and diligently  prosecute the settlement,  compromise
or  other  resolution  of all  claims  or  proceedings  arising  from  the  Duke
Litigation,  and  Sellers  shall  take such other  actions as may be  reasonably
necessary to support the  resolution  of such claims or  proceedings.  Purchaser
shall keep Sellers reasonably  informed of all material  developments  regarding
the resolution of the Duke  Litigation,  and shall promptly provide Sellers with
all  notices,  pleadings,  determinations  and  other  papers  filed in  respect
thereof.

                  6.16 Certain Transactions.

                  (a) At Purchaser's request (the "Request"), either:

                              (i)  Sellers  shall,  prior to the  Closing  Date,
            subject  to having  obtained  any and all  necessary  approvals  and
            consents from Governmental Authorities,  (A) cause each of the H- 10
            Companies to convert into a limited  liability  company or a limited
            partnership  under  the laws of the  jurisdiction  in which  each is
            organized   on  the  date  of  this   Agreement   (the   "Conversion
            Transactions")  and (B) cause each such limited liability company or
            limited partnership to be continuously treated as a partnership or a
            disregarded  entity from its owner for United States  federal income
            tax purposes; and (C) cause the stock of Citrus held by CrossCountry
            Citrus Corp. to be distributed to the Company; or

                              (ii) Enron and the Purchaser will join in making a
            timely  election  under  Section  338(h)(10)  of the  Code  and  any
            corresponding  elections  under  state,  local  or  foreign  tax law
            (collectively the "Section 338(h)(10) Election") with respect to the
            purchase and sale of the stock of the H-10 Companies.

                  (b) The  Purchaser  shall make the Request in writing no later
than five (5) days  prior to the  Closing  Date and shall  specify  whether  the
Purchaser is requesting that the parties make a Section  338(h)(10)  Election or
effect a Conversion Transaction.

(c)  Notwithstanding  anything in this Agreement to the contrary,  to the extent
that the  Conversion  Transactions  cause Sellers to breach any  representation,
warranty,  covenant or other  agreement of Sellers  contained in this Agreement,
such breach shall be given no effect,  and Purchaser  shall have no right to (x)
terminate this Agreement due to such breach by Sellers or the failure of Sellers
to meet any of the  conditions  set forth in Sections  7.1 or 7.2 by the Outside
Date as a result of the  Conversion  Transactions  (for the  avoidance of doubt,
such breach shall in no way relieve  Purchaser of its  obligations  to close the
transactions  contemplated by this  Agreement),  or (y) to seek  indemnification
from  Sellers  for such  breach.  Purchaser  shall  indemnify,  defend  and hold
harmless the Seller Indemnified  Parties from and against any and all (i) Excess
Conversion  Tax  Liability  and (ii) Losses that are not  attributable  to Taxes
asserted against or suffered by them relating to, resulting from, or arising out
of  any  Conversion  Transaction.  Excess  Conversion  Tax  Liability  (and  the
components   thereof)  shall  be  computed   assuming  the  correctness  of  the
representations and warranties in Section 4.14(g).

(d) If Purchaser delivers a Request requesting the Conversion Transactions under
Section 6.16(a)(i),  but for any reason the Conversion Transactions do not occur
prior to the  Closing  Date,  Enron  shall  join  Purchaser  in making a Section
338(h)(10) Election in accordance with Section 6.16(a)(ii).

                  6.17 Financial Information.

                  (a) Sellers  shall  provide to Purchaser not later than thirty
(30) days  following  the end of each  calendar  quarter  ending  after the date
hereof:

                           (i)  copies  of the  unaudited  consolidated  balance
sheet of the Citrus Group Companies as at the end of
such quarter and the related statements of income, stockholders' equity and cash
flows of the Citrus Group Companies for the three (3) month period then ended;

                           (ii)  copies of the  unaudited  consolidated  balance
sheet of the Transwestern Group Companies as at the
end of such quarter and the related statements of income,  stockholders'  equity
and cash  flows of the  Transwestern  Group  Companies  for the  three (3) month
period then ended; and

                           (iii) copies of the  unaudited  consolidated  balance
sheet of the Northern Plains Group Companies as at
the end of such  quarter and the  related  statements  of income,  stockholders'
equity and cash flows of the Northern  Plains Group  Companies for the three (3)
month period then ended.

The Financial  Statements and the Northern Border Financial  Statements shall be
prepared in accordance with the books and records of the Citrus Group Companies,
the  Transwestern  Group  Companies  and the Northern  Plains  Group  Companies,
respectively,  as at the date and for the period  indicated,  and, except as set
forth in Schedule 6.17, in accordance with GAAP.

                  (b) After  the  entry of the  Approval  Order,  to the  extent
Purchaser  reasonably  requires  audited or reviewed  financial  statements with
respect  to  each of the  Transfer  Group  Companies  and  the  Northern  Border
Companies in order to comply with the reporting  requirements  of the Securities
and  Exchange  Commission  set forth in  Regulations  S-K and S-X,  Sellers will
reasonably  cooperate  with  Purchaser (at  Purchaser's  cost),  to deliver such
financial  statements including any reasonable request that Sellers: (i) request
their  independent  auditors  to  prepare  and  deliver to  Purchaser  a comfort
letter(s),  customary in scope and  substance for comfort  letters  delivered in
similar  circumstances  and (ii)  request  such  members  of  management  of the
Transfer  Group  Companies  and  the  Northern   Border   Companies  that  would
customarily  sign a  management  representation  letter  for the  benefit of the
independent  auditors in  producing  such comfort  letter(s) to make  themselves
available.  The failure of any independent  auditor to provide the documentation
referred  to in the  preceding  clause  (i) and the  failure  of any  members of
management to make themselves available as provided in the preceding clause (ii)
shall not constitute a default by Sellers of their obligations hereunder.

                  6.18. Regulatory Approvals. As promptly following the entry of
the  Bidding   Procedures  Order  by  the  Bankruptcy  Court  as  is  reasonably
practicable,  Southern Union Company and Purchaser  shall commence  commercially
reasonable  efforts to obtain all of the consents and  approvals  identified  on
Schedule  5.3(b)  as  being  required  to be  obtained  in  connection  with the
consummation of the transactions contemplated by this Agreement.

                  6.19 Citrus Capital Stock Agreement.  Immediately prior to the
Closing,  Enron shall cause EOS, the Company and  CrossCountry  Citrus Corp.  to
approve the transfer of the Equity Interest in accordance with the terms of this
Agreement.  Contemporaneously  with the Closing,  Enron shall cause the existing
members of the board of managers or directors, as applicable, of the Company and
of  CrossCountry  Citrus  Corp.  to resign,  and shall  appoint,  or cause to be
appointed,  successor  directors to each such board, as designated by Purchaser.
At or prior to the Closing,  Enron shall assign to the Company,  and the Company
shall assume from Enron,  all rights and obligations of Enron under that certain
Capital  Stock  Agreement  dated April,  1986,  relating to the ownership of the
capital stock of Citrus.

                                   ARTICLE VII

                              CONDITIONS TO CLOSING

                  7.1 Conditions  Precedent to  Obligations  of Each Party.  The
respective  obligations of each of the Sellers,  on the one hand, and Purchaser,
on the other hand, to consummate the transactions contemplated by this Agreement
are subject to the fulfillment,  on or prior to the Closing Date, of each of the
following conditions:

                  (a) No Order  issued  by any court of  competent  jurisdiction
preventing the consummation of the  transactions  contemplated by this Agreement
shall  be in  effect,  nor  shall  any  material  proceeding  initiated  by  any
Governmental  Authority  of  competent  jurisdiction  having  valid  enforcement
authority seeking such an Order be pending, nor shall there be any action taken,
or any Law or Order enacted,  entered or enforced that has not been subsequently
overturned or otherwise  made  inapplicable  to this  Agreement,  that makes the
consummation of the transactions contemplated by this Agreement illegal;

                  (b) The Bankruptcy Court shall have entered an Order approving
this Agreement, substantially in the form attached hereto as Exhibit B (it being
agreed by the parties  hereto that the order attached as Exhibit B to the May 27
Motion shall be deemed to be substantially in such form) (the "Approval Order"),
and such Approval Order shall have become a Final Order;

                  (c) Any  waiting  period  (including  any  extension  thereof)
applicable  to the purchase and sale of the Equity  Interest to Purchaser  under
the HSR Act shall have  terminated  or expired and an Order of the FCC approving
the transactions contemplated by this Agreement shall have been obtained;

                  (d) All Liens on the Equity  Interest  imposed  in  connection
with the DIP Agreement shall have been released; and

                  (e) Sellers  shall have obtained the consents and releases set
forth on Schedule 7.1(e).

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

                  (a)  All of the  representations  and  warranties  of  Sellers
contained herein shall be true and correct on and as of the Closing Date, except
those  representations  and  warranties of Sellers that speak of a certain date,
which representations and warranties shall have been true and correct as of such
date;  provided,  however,  that  this  condition  shall be  deemed to have been
satisfied so long as any failure of such  representations  and  warranties to be
true and correct,  individually  or in the  aggregate,  would not  reasonably be
expected  to result in a  Transfer  Group  Material  Adverse  Effect or a Seller
Material Adverse Effect;

                  (b) Each of the Sellers shall have performed and complied with
their  respective  obligations  and covenants  required by this  Agreement to be
performed or complied  with by Sellers on or prior to the Closing  Date,  in all
material respects;

                  (c)  None of the  Transfer  Group  Companies  or the  Northern
Border  Companies  shall have filed a petition for relief  under the  Bankruptcy
Code or taken any other action specified in Section 6.2(b)(xii);

                  (d) There shall not have  occurred and be continuing a Capital
Markets  Event  which  results in the  Purchaser  not being able to receive  the
Financing proceeds contemplated hereby in the aggregate amount at least equal to
such amount set forth in Section 5.6; and

(e)  Purchaser  shall have been  furnished  with the  documents  referred  to in
Section 8.1,  including  originally  executed versions of this Agreement and the
Transaction Documents executed by all parties thereto other than Purchaser.

(f)  The  consents,  waivers,   authorizations  and  approvals  of  Governmental
Authorities  set forth on Schedule 7.2(f) shall have been duly obtained by final
order, shall be in full force and effect on the Closing Date and shall impose no
restrictions  or  conditions  that  are,   individually  or  in  the  aggregate,
reasonably likely to have either (i) a Transfer Group Material Adverse Effect or
(ii) a material adverse effect on Purchaser and Southern Union Company, taken as
a whole.

                  7.3  Conditions  Precedent  to  Obligations  of  Sellers.  The
obligations  of Sellers to  consummate  the  transactions  contemplated  by this
Agreement  are subject to the  fulfillment,  prior to or on the Closing Date, of
each of the following  conditions (any or all of which may be waived by Sellers,
in whole or in part, subject to Applicable Law):

                  (a) All of the  representations  and  warranties  of Purchaser
contained herein shall be true and correct on and as of the Closing Date, except
those  representations and warranties of Purchaser that speak of a certain date,
which representations and warranties shall have been true and correct as of such
date;  provided,  however,  that  this  condition  shall be  deemed to have been
satisfied so long as any failure of such  representations  and  warranties to be
true and correct,  individually  or in the  aggregate,  would not  reasonably be
expected to result in a Purchaser Material Adverse Effect;

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

                  (c)  Sellers  shall  have been  furnished  with the  documents
referred  to in Section  8.2,  including  originally  executed  versions of this
Agreement and the  Transaction  Documents  executed by all parties thereto other
than Sellers; and

                  (d)  Enron  shall  have  obtained  all  consents,  waivers  or
releases  from  ENARGAS  with  respect  to  Enron's  interest  in TGS,  that are
necessary  or  desirable,  in Enron's  discretion,  to effect  the  transactions
contemplated by this Agreement.

                                  ARTICLE VIII

                            DOCUMENTS TO BE DELIVERED

                  8.1     Documents to Be Delivered by Sellers.  At the Closing,
 Sellers shall deliver,  or cause to be delivered,  to Purchaser  the following:


                  (a) membership certificates  representing the Equity Interest,
duly endorsed in blank or accompanied by transfer  powers and with all requisite
transfer  tax  stamps  attached  and  stock  certificates  or  other  membership
certificates representing ownership interests in the Transfer Group Companies;

                  (b) a certified copy of the Approval Order;

                  (c) written resignations or evidence of removal of each of the
directors of the Company;

                  (d) evidence of the release of all Liens imposed on the Equity
Interest in connection with the DIP Agreement;

                  (e) a certificate of an officer of each Seller certifying that
the closing  conditions  set forth in Section  7.2(a) (with  respect to Sellers'
representations  and  warranties)  and Section  7.2(b) (with respect to Sellers'
obligations and covenants) have been satisfied;

                  (f)  originally  executed  versions of this  Agreement and the
Transaction Documents executed by all parties thereto other than Purchaser; and

                  (g)  amendments to the  Transition  Services  Agreement (as so
amended,  the "TSA") and the  Transition  Services  Supplement  Agreement (as so
amended,  the "TSSA"),  extending  the terms  thereof to six (6) months from the
Closing and consistent with the terms set forth on Schedule 8.1(g).

                  8.2  Documents to Be Delivered by Purchaser.  At the  Closing,
Purchaser shall deliver to Sellers the following:


                  (a)  evidence-of the wire  transfer[s]  referred to in Section
2.3 hereof;

                  (b) a certificate of an officer of Purchaser  certifying  that
the closing  conditions set forth in Section 7.3(a) and Section 7.3(b) have been
satisfied;

                  (c)  originally  executed  versions of this  Agreement and the
Transaction Documents executed by all parties thereto other than Sellers; and

                  (d) originally  executed  versions of a Transfer Group Company
Guaranty  executed by each Transfer  Group Company  (other than any Citrus Group
Company) in form and substance reasonably satisfactory to Sellers.

                                   ARTICLE IX

                           TAX, ERISA AND TGS MATTERS

                  9.1 Tax Sharing Agreements.  Any Tax sharing agreement between
any of the  Sellers  and any  Transfer  Group  Company  and all  obligations  or
liabilities arising under any such agreements,  shall be terminated  immediately
prior to the  Closing  and shall have no further  effect  for any  taxable  year
(whether the current year, a future year, or a past year).

                  9.2 Preparation of Tax Returns; Payment of Taxes.

                  (a) (i)  Where  required  by  Applicable  Law,  Sellers  shall
include the Transfer Group  Companies in, or cause the Transfer Group  Companies
to be included  in, and shall file or cause to be filed,  (A) the United  States
consolidated  federal income Tax Returns of Enron for all taxable periods of the
Transfer Group  Companies  ending on or prior to the Closing Date; and (B) where
applicable, all other consolidated, combined or unitary Tax Returns of, or which
include,  one or more of the Transfer  Group  Companies for all taxable  periods
ending on or prior to the  Closing  Date.  Sellers  shall  remit (or cause to be
remitted)  all Taxes shown due with  respect to the Tax  Returns  referred to in
clauses (A) and (B) of this Section 9.2(a)(i). Within 120 days after the Closing
Date (or sooner if  necessary  to enable  Sellers to timely file a Tax  Return),
Purchaser  shall  cause each of the  Transfer  Group  Companies  to prepare  and
provide to Sellers a package of Tax information  materials,  including schedules
and work papers  (the "Tax  Package")  required by Sellers to enable  Sellers to
prepare  and file all Tax  Returns  (which  have not been filed on or before the
Closing  Date)  required  to be prepared  and filed by Sellers  pursuant to this
Section 9.2(a)(i).

                              (ii) Sellers  shall  prepare and file, or cause to
            be prepared  and filed,  all Tax Returns of or which  include any of
            the Transfer Group  Companies,  other than Tax Returns  described in
            Section  9.2(a)(i),  that are  required  to be filed  (after  giving
            effect to any valid  extension of time in which to make such filing)
            on or prior to the Closing  Date.  Sellers  shall cause the Transfer
            Group Companies to pay all Taxes shown due on Tax Returns  described
            in this Section 9.2(a)(ii).

                              (iii)  Purchaser  shall prepare and file, or cause
            to be prepared and filed,  on behalf of the Transfer Group Companies
            all other Tax  Returns  of, or which  include,  the  Transfer  Group
            Companies  (other  than  those  Tax  Returns  described  in  Section
            9.2(a)(i) and Section 9.2(a)(ii) above).  Purchaser, or the Transfer
            Group  Companies,  shall remit (or cause to be  remitted)  all Taxes
            shown due on Tax Returns referred to in this Section 9.2(a)(iii).

                              (iv) To the  extent  applicable,  Purchaser  shall
            prepare IRS Forms 8023,  8594 and 8883 and any other  similar  forms
            required to be filed with a Taxing  Authority in connection with the
            transactions contemplated by this Agreement.

                  (b) (i) All Tax Returns  described  in clauses  (i),  (ii) and
(iii) of Section 9.2(a)  (including the Tax Package) for taxable  periods ending
on or before or which  include  the  Closing  Date shall be prepared in a manner
consistent with past practice unless a past practice has been finally determined
to be incorrect by the applicable  Taxing  Authority or a contrary  treatment is
required  by   applicable   Tax  Laws  (or  the   judicial   or   administrative
interpretations thereof).

                              (ii) Purchaser will provide Sellers with copies of
            all Tax  Returns  described  in  clauses  (iii) and (iv) of  Section
            9.2(a) at least twenty (20)  Business Days prior to the filing date;
            provided,  however,  that  Purchaser  shall  have no  obligation  to
            furnish any Tax Returns referred to in Section 9.2(a)(iii) for which
            Sellers have no liability  for Taxes  pursuant to clause (i) or (ii)
            of Section  9.10(a).  Sellers  shall be provided an  opportunity  to
            review such returns and all  supporting  workpapers,  schedules  and
            information,  and to  propose  changes,  not  later  than  ten  (10)
            Business  Days prior to the  filing  date of such Tax  Returns.  The
            failure of Sellers to propose  any  changes to any such Tax  Returns
            prior to the  expiration  of such ten (10) Business Day period shall
            be deemed to be an indication of their approval thereof

                              (iii) Sellers and Purchaser  shall attempt in good
            faith  mutually to resolve any  disagreements  regarding Tax Returns
            described  in  Section  9.2(b)(ii)  prior to the due date for filing
            thereof Any  disagreements  regarding such Tax Returns which are not
            resolved  prior to the filing  thereof  shall be  promptly  resolved
            pursuant to Section 9.5.

                  (c) Allocating Taxable Income:

                              (i) To the extent  permitted by Applicable  Law or
            administrative  practice  of any Taxing  Authority,  (A) the taxable
            year of the Transfer Group  Companies shall close as of the close of
            business on the Closing  Date and (B) any  transactions  (other than
            the transactions contemplated by this Agreement, including a Section
            338(h)(10)  Election)  involving any of the Transfer Group Companies
            that are not in the  Ordinary  Course of Business  occurring  on the
            Closing Date but after the Closing shall be reported on  Purchaser's
            Tax  Returns to the extent  permitted  by  Applicable  Law or on the
            post-Closing  separate  company  returns of the applicable  Transfer
            Group  Company (if the  applicable  Transfer  Group Company does not
            file a Tax Return with Purchaser),  and shall be similarly  reported
            on all other Tax  Returns  of  Purchaser  or its  Affiliates  to the
            extent  permitted.  Sellers shall be responsible for all Taxes shown
            due on Tax Returns  described in clause (A) of this  Section  9.2(c)
            except to the extent such Tax is an Excluded Tax. Purchaser shall be
            responsible  for all Taxes  related to  transactions  required to be
            reported  on Tax  Returns  described  in clause (B) of this  Section
            9.2(c)  and for  all  Excluded  Taxes.  Sellers,  Purchaser  and the
            Transfer Group  Companies  shall not take any position  inconsistent
            with the provisions contained in Section 9.2(c) on any Tax Return.

                              (ii)  If  Applicable   Law  does  not  permit  the
            Transfer  Group  Companies  to close their  taxable  years as of the
            close of business on the Closing  Date,  or where Taxes are assessed
            with respect to a taxable period which includes the Closing Date but
            does not end on that day (a "Straddle Period"),  then Taxes, if any,
            attributable  to the taxable period of the Transfer Group  Companies
            beginning  on or before and ending  after the Closing  Date shall be
            allocated  (A) to  Sellers  for the period up to and  including  the
            Closing Date, except to the extent any such Taxes are Excluded Taxes
            and (B) to Purchaser with respect to all other Taxes attributable to
            the Straddle Period.  For purposes of allocating Taxes  attributable
            to a Straddle  Period of the  Transfer  Group  Companies,  (x) real,
            personal and intangible property Taxes and any other Taxes levied on
            a per diem basis ("Per Diem Taxes")  shall be equal to the amount of
            such Per Diem Taxes for the entire Straddle  Period  multiplied by a
            fraction,  the  numerator  of which is the number of days during the
            Straddle  Period  prior to and  including  the Closing  Date and the
            denominator  of which is the total  number  of days in the  Straddle
            Period,  and (y) the Taxes of the Transfer  Group  Companies  (other
            than Per Diem  Taxes) for any taxable  period  ending on or prior to
            the Closing Date shall be computed as if such  taxable  period ended
            as of the close of business on the Closing Date.  Any  allocation of
            income or deductions required to determine any Taxes attributable to
            any Straddle Period shall be made by means of a closing of the books
            and  records  of the  Transfer  Group  Companies  as of the close of
            business on the Closing Date; provided, that exemptions,  allowances
            or deductions that are calculated on an annual basis (including, but
            not limited to,  depreciation and amortization  deductions) shall be
            allocated  between  the period  ending on the  Closing  Date and the
            period after the Closing Date in proportion to the number of days in
            each such period.

                  (d)  Notwithstanding  anything to the contrary herein,  if any
Seller, on the one hand, or Purchaser, on the other hand, is responsible for all
or a portion of the Taxes  pursuant to Section  9.10 (after  taking into account
any  applicable  Tax Baskets) with respect to a Tax Return (the "Paying  Party")
that the other party is responsible for filing (or causing to be filed) pursuant
to Section 9.2(a) (the "Preparing Party"), the Paying Party shall pay the amount
of such Taxes for which the Paying Party is responsible  to the Preparing  Party
no later than five (5) days prior to the filing of the underlying Tax Return. If
a dispute  arises (and is not resolved  five (5) days prior to the filing of the
Tax  Return)  between  the  Preparing  Party and the Paying  Party as to the Tax
Return or the amount  that the Paying  Party owes to the  Preparing  Party,  the
Paying Party shall pay to the  Preparing  Party the amount that the Paying Party
believes  is owing to the  Preparing  Party,  and Sellers  and  Purchaser  shall
resolve  their  dispute in  accordance  with Section  9.5.  Within five (5) days
following  resolution  of the dispute,  the  appropriate  party shall pay to the
other  party  any  amount  determined  to be due upon  final  resolution  of the
dispute.

                  (e)  Purchaser  and  Sellers  agree to  furnish or cause to be
furnished  to each  other,  and  each at  their  own  expense,  as  promptly  as
practicable,  such  information  (including  access  to books and  records)  and
assistance,  including making employees available on a mutually convenient basis
to provide  additional  information and  explanations of any material  provided,
relating to the Transfer  Group  Companies as is  reasonably  necessary  for the
filing  of any Tax  Returns,  for the  preparation  for any  audit,  and for the
prosecution  or defense in any Tax  Proceeding  relating  to any  adjustment  or
proposed  adjustment  with  respect  to  Taxes.  Purchaser  shall  retain in its
possession or cause the Transfer Group Companies to retain in their  possession,
and shall provide  Sellers  reasonable  access to  (including  the right to make
copies of),  such  supporting  books and records  and any other  materials  that
Sellers may specify  with  respect to matters  relating to Taxes for any taxable
period  ending  on or prior to or which  includes  the  Closing  Date  until the
relevant  statute of  limitations  has expired.  After such time,  Purchaser may
dispose of such material;  provided,  that prior to such  disposition  Purchaser
shall  give  Sellers  a  reasonable  opportunity  to  take  possession  of  such
materials.

                  (f)  Neither  Purchaser  nor any  Affiliate  or  successor  of
Purchaser  shall (or shall cause or permit any of the Transfer  Group  Companies
to) amend,  refile or  otherwise  modify any Tax Return  relating in whole or in
part to any  Transfer  Group  Company with respect to any taxable year or period
ending on or before the  Closing  Date,  or which  includes  the  Closing  Date,
without the prior written consent of Sellers.

                  9.3 Certain  Other Taxes.  All transfer,  documentary,  sales,
use, stamp,  registration and other such Taxes and fees (including any penalties
and interest) incurred in connection with this Agreement,  if any, shall be paid
by Purchaser  when due, and  Purchaser  shall file all necessary Tax Returns and
other documentation with respect to any such transfer,  documentary, sales, use,
stamp,  registration  and other Taxes and fees,  and, if required by  Applicable
Law,  Sellers will, and will cause their Affiliates to, join in the execution of
any such Tax Returns and other  documentation  and will cooperate with Purchaser
to take such  commercially  reasonable  actions as will  minimize  or reduce the
amount of such Taxes.

                  9.4 Tax Audits.

                  (a) Sellers shall have the sole right (but not the obligation)
to  represent  the  interests of the  Transfer  Group  Companies in any audit or
administrative  or court proceeding (a "Tax  Proceeding")  relating to Taxes for
taxable  periods  of the  Transfer  Group  Companies  which end on or before the
Closing Date and to employ  counsel of its choice at its expense,  provided that
Purchaser  shall  have the  right to  jointly  represent  the  interests  of the
Transfer  Group  Companies with Sellers in any such Tax Proceeding to the extent
that Sellers'  indemnification  obligations have terminated  pursuant to Section
9.10(d).  Purchaser  agrees that it will  cooperate  fully,  and shall cause the
Transfer Group Companies to cooperate fully, with each Seller and its counsel in
the defense against or compromise of any claim in any said proceeding.

                  (b) Sellers have the right, but not the obligation, to jointly
represent the interests of the Transfer  Group  Companies  with the Purchaser in
any Tax  Proceeding  relating to Taxes for any  Straddle  Period of the Transfer
Group  Companies.  Any disputes  regarding the conduct or resolution of any such
audit or proceeding shall be resolved pursuant to Section 9.5.

                  (c)  Purchaser  shall  have the sole  right to  represent  the
interests of the Transfer Group Companies in all Tax Proceedings  other than Tax
Proceedings described in clauses (a), (b) and (d) of this Section 9.4.

                  (d) Notwithstanding anything to the contrary herein,

                             (i) Sellers  shall not be required to consult  with
            Purchaser or seek  Purchaser's  consent to settle any Tax Proceeding
            which  relates  to  items  reported  on a Tax  Return  of  the  type
            described in Section 9.2(a)(i), and

                             (ii)  Sellers  shall  use  commercially  reasonable
            efforts  not to settle  any Tax  Proceeding  which  relates to items
            reported on a Tax Return of the type described in Section  9.2(a)(i)
            in a  manner  that  does  not  determine  the tax  liability  of the
            Transfer  Group  Companies  as  corporations  included  in such  Tax
            Return,  it  being  the  intention  of the  parties  that  any  such
            settlement  not  determine  the  individual  Tax  liability of Enron
            without also  determining  the Tax  liability of the Transfer  Group
            Companies.

                  (e)  If  any  Taxing  Authority  asserts  a  claim,  makes  an
assessment  or  otherwise  disputes or affects  any Taxes for which  Sellers are
responsible  hereunder,  Purchaser  shall,  promptly  upon  receipt by Purchaser
and/or the Transfer Group  Companies of notice  thereof,  inform Sellers thereof
The failure of Purchaser or the Transfer Group  Companies to timely forward such
notification  in accordance with the  immediately  preceding  sentence shall not
relieve  Sellers of their  obligation to pay such liability for Taxes except and
to the extent  that the failure to timely  forward  such  notification  actually
prejudices  the  ability  of  Sellers to  contest  such  liability  for Taxes or
increases the amount of such Taxes.

                  9.5 Dispute Resolution. In the event that Sellers or Purchaser
dispute the application or  interpretation of any provision of Sections 9.2, 9.4
and 9.9 hereof,  or the amount or  calculation  of Taxes,  if any,  owed by such
party  thereunder,  such party shall  deliver to the other a  statement  setting
forth,  in  reasonable  detail,  the nature of and/or  the dollar  amount of any
disagreement  so asserted.  The parties  shall  attempt in good faith to resolve
such dispute within twenty (20) days following the commencement of such dispute.
If the parties are unable to resolve  such  dispute  within such twenty (20) day
period,  the dispute  shall be resolved by an  Accounting  Referee  appointed in
accordance with the procedures set forth in Schedule 2.1. The Accounting Referee
shall determine,  only with respect to the specific  disagreements  submitted in
writing  by  Sellers  and  Purchaser,  the manner in which such item or items in
dispute  should be resolved;  provided,  however,  that the dollar amount of any
such item or items  shall be  determined  within  the  range of  dollar  amounts
proposed by Sellers,  on the one hand,  and  Purchaser,  on the other hand.  The
Accounting Referee shall be directed to make such determination promptly, but in
no event later than thirty (30) days after  acceptance of its  appointment.  Any
finding by the Accounting Referee shall be a reasoned award stating the findings
of fact and conclusions of law (if any) on which it is based, shall be final and
binding upon the parties and shall be the sole and exclusive  remedy between the
parties regarding the disputed items so presented.  The fees and expenses of the
Accounting Referee shall be shared by Sellers and Purchaser (A) in proportion to
each party's respective liability for Taxes which are the subject of the dispute
as  determined  by the  Accounting  Referee or (B) in equal  proportions  if the
subject  of the  dispute  involves  Tax  Returns  for  which no  Taxes  are due,
including  Tax  Returns  described  in Section  9.2(a)(iv).  The  parties  shall
otherwise bear their own expenses incurred in any dispute resolution pursuant to
this Section 9.5.

                  9.6 Refunds and Tax Benefits.  Any refunds of Taxes  (together
with any interest  with respect  thereto)  paid to or in respect of the Transfer
Group  Companies  (including  any amounts  credited  against income tax to which
Purchaser,  its  Affiliates  or any  of the  Transfer  Group  Companies  becomes
entitled) and that relate to Tax periods or portions thereof ending on or before
the Closing Date shall be for the account of Sellers.  Purchaser  shall pay over
to  Sellers  any such  refund or the  amount of any such  credit  (in each case,
together with any interest with respect  thereto) within fifteen (15) days after
receipt or entitlement  thereto.  Any refunds or credits of Taxes (together with
any interest  with  respect  thereto) of the Transfer  Group  Companies  for any
Straddle  Period shall be equitably  apportioned  between Sellers and Purchaser.
Purchaser shall, if Sellers so request and at Sellers' expense, prepare, execute
and file any  claims  for  refunds  or  credits,  or cause  the  Transfer  Group
Companies  to prepare,  execute  and file any claims for refunds or credits,  to
which  Sellers are  entitled  under this  Section  9.6.  Purchaser  shall permit
Sellers to control the prosecution of any such refund.

                 9.7  Certain Elections.

(a) After the Closing  Date,  at  Sellers'  request,  Purchaser  shall cause the
Transfer Group Companies to make and/or join with Sellers in making any election
after the Closing Date; provided, that the making of such election does not have
an adverse impact on Purchaser (or any of the Transfer Group  Companies) for any
post-acquisition Tax period.

(b) To the extent  permitted  by Law,  Purchaser  shall not permit the  Transfer
Group  Companies  to carry  back any loss,  deduction  or credit to any  taxable
period that ends on, prior to or which includes the Closing Date.

                  9.8  FIRPTA.  Each Seller  shall  furnish to  Purchaser  on or
before the Closing Date a  certification  of its non-foreign  status  consistent
with the  requirements  set forth in Section  1445 of the Code and the  Treasury
Regulations.

                  9.9  Allocation  of  Purchase  Price.  As soon  as  reasonably
practicable  following the Closing Date,  Purchaser and Sellers shall agree upon
an allocation of the Purchase  Price between the equity  interest of each of the
applicable  Transfer Group  Companies and any of their assets.  If Purchaser and
Sellers are unable to mutually agree on such allocation  within thirty (30) days
after the Closing  Date,  the parties will resolve any such  disputes  using the
provisions of Section 9.5.

                  9.10 Tax Indemnification.

                  (a)  Sellers  hereby  agree to  indemnify  and hold  Purchaser
Indemnified Parties harmless (without  duplication) from and against any and all
Covered Taxes that (x) are imposed upon or assessed  against the Transfer  Group
Companies  or the assets or the  properties  thereof and (y) are not barred from
recovery  under the  applicable  statute of  limitations.  For  purposes of this
Section 9.10(a), "Covered Taxes" shall mean (without duplication):

                             (i) Taxes of Sellers or any Affiliate (other than a
            Transfer Group Company) with which Sellers or such Affiliate files a
            consolidated, combined or similar Tax Return imposed upon any of the
            Transfer  Group  Companies  by reason of any of the  Transfer  Group
            Companies being  severally  liable for any Taxes of any other Person
            pursuant to Section  1.1502-6(a) of the Treasury  Regulations or any
            analogous provisions of state, local or foreign law;

                             (ii)  Taxes for which a Transfer  Group  Company is
            liable with respect to all taxable periods ending on or prior to the
            Closing Date (including, without limitation, such Taxes imposed upon
            such  Transfer  Group  Companies  by  reason of the  Transfer  Group
            Companies being  severally  liable for any Taxes of any other Person
            pursuant to Section  1.1502-6(a) of the Treasury  Regulations or any
            analogous provisions of state, local or foreign law or arising under
            the principles of successor or transferee liability);

                             (iii) Taxes of the Transfer Group Companies for the
            period allocated to Sellers pursuant to Section 9.2(c); and

                             (iv) any Taxes  relating  to a  Section  338(h)(10)
            Election or the Conversion Transactions;

provided, however, Covered Taxes shall not include (and, for avoidance of doubt,
Sellers  shall  not be  liable  for and shall  not  indemnify  or hold  harmless
Purchaser   Indemnified   Parties   from  or  against)   any   Excluded   Taxes.
Notwithstanding  the  foregoing,  Sellers shall not be required to indemnify the
Purchaser  Indemnified  Parties pursuant to Section 9.10(a)(ii) or (iii) for (x)
Taxes described in Section 9.10(a)(ii) or (iii) for which any Transwestern Group
Company is liable  until such Taxes  exceed an amount equal to $5.7 million (the
"TWG  Tax  Basket"),  and then  Sellers  shall  only be  required  to  indemnify
Purchaser  Indemnified  Parties  for any  such  Taxes in  excess  of the TWG Tax
Basket; (y) Taxes described in Section 9.10(a)(ii) or (iii) for which any Citrus
Group  Company is liable  until such Taxes  exceed  $11.4  million (the "CGC Tax
Basket"),  and then  Sellers  shall  only be  required  to  indemnify  Purchaser
Indemnified  Parties for any such Taxes in excess of the CGC Tax Basket; and (z)
Taxes  described in Section  9.10(a)(ii) or (iii) for which any Northern  Plains
Group  Company is liable  until  such Taxes  exceed  $1.8  million  (the "NP Tax
Basket"),  and then  Sellers  shall  only be  required  to  indemnify  Purchaser
Indemnified Parties for any such Taxes in excess of the NP Tax Basket.

                  (b)  Purchaser  hereby  agrees to indemnify  and hold harmless
Seller  Indemnified  Parties  from  and  against  (i) any and all  Taxes  of the
Transfer  Group  Companies  with  respect to any taxable  period of the Transfer
Group Companies  beginning after the Closing Date (including any portion of such
Taxes  allocable to Purchaser  pursuant to Section  9.2(c)) and (ii) any and all
Excluded Taxes.

                  (c) Without  duplication,  Sellers  shall  indemnify  and hold
harmless Purchaser  Indemnified  Parties from and against any and all Losses (i)
incurred  in  connection  with the Taxes for which  Sellers are  responsible  to
indemnify  Purchaser  Indemnified  Parties  pursuant  to Section  9.10(a) or the
enforcement of Section  9.10(a) and this Section 9.10(c) and/or (ii) incurred as
a result of a breach by Sellers of any  covenant  contained  in this  Article IX
and/or (iii)  incurred as a result of a breach by Sellers of any  representation
or warranty in Section  4.14(g)(ii)  (determined  without regard to whether such
representation  or warranty  survives  the  Closing) or any  covenant in Section
6.16,  provided  that any payments made pursuant to clause (iii) of this Section
9.10(c) shall not exceed, in the aggregate,  $400,000,000.  Without duplication.
Purchaser shall indemnify and hold harmless Seller Indemnified  Parties from and
against any and all Losses (i) incurred in  connection  with the Taxes for which
Purchaser is responsible to indemnify  Seller  Indemnified  Parties  pursuant to
Section  9.10(b) or the  enforcement of Section 9.10(b) and this Section 9.10(c)
and/or  (ii)  incurred  as a  result  of a  breach  by  Purchaser  of any of the
covenants contained in this Article IX.

                  (d) Notwithstanding anything contained herein to the contrary,
Sellers' obligation to indemnify Purchaser Indemnified Parties for any Taxes and
Losses pursuant to this Section 9.10 shall terminate upon the earlier of (i) the
expiration  of  the  applicable  statute  of  limitations  with  respect  to the
underlying Tax and (ii) the closing of the Bankruptcy Cases.

                  9.11 Employee Benefits  Indemnification.  Sellers hereby agree
to  indemnify  and hold the  Purchaser  Indemnified  Parties  harmless  from and
against any and all Losses that are imposed upon or assessed  against a Transfer
Group  Company or the assets  thereof  (i)  arising  under Title IV of ERISA and
relating  to the Cash  Balance  Plan,  the EFS  Pension  Plan,  the San Juan Gas
Pension Plan, the Garden State Paper Pension Plan, the Portland General Electric
Company  Pension Plan or any "employee  pension benefit plan" within the meaning
of Section 3(2) of ERISA  sponsored by Sellers or their ERISA  Affiliates,  (ii)
due to "participating  employer" or "participating  company" status in the Enron
Corp.  Savings Plan, the Enron Corp.  Employee Stock Ownership Plan, or the Cash
Balance Plan or due to the participation of the Transfer Group Company employees
or former  employees in such plans  (other than claims  that,  after the Closing
Date,   any  Transfer   Group  Company  failed  to  make  normal  and  customary
contributions  required  under the express terms of the foregoing  plans,  other
than the Cash Balance Plan);  or (iii) relating to any group health or insurance
plans  sponsored or maintained by Sellers or any ERISA  Affiliate other than any
Transfer Group Company with respect to any termination of any such plans arising
under Section 4980B of the Code; provided,  that such Losses are not barred from
recovery from any of the Transfer Group Companies under the relevant  statute of
limitations; and provided, further, except with respect to the Cash Balance Plan
(as provided in Section  6.14(c)),  that the indemnity set forth in this Section
9.11 shall not affect the  obligation  of the Transfer  Group  Companies to make
payments  pursuant  to any  Order  of the  Bankruptcy  Court,  the  Contribution
Agreement,  the Transition Services Agreement or any other agreement,  including
without   limitation,   the  agreement  set  forth  in  Section  5.6(b)  of  the
Contribution  Agreement,  between any of Sellers,  on one hand, and the Transfer
Group  Companies,  on the other  hand,  relating to the  allocation  of costs of
providing employee benefits to the employees of the Transfer Group Companies.

                  9.12  TGS-Related  Indemnification.  Purchaser  shall  provide
Sellers with prompt  written notice (the  "Communication  Notice") of any actual
receipt of written  communication  by, or any oral  communication to, Purchaser,
Transwestern  or any other  Transfer  Group  Companies  from TGS, Enron Pipeline
Company-Argentina,  S.A. ("EPCA"),  any direct or indirect stakeholder in TGS if
such  communication  is in  relation to TGS, or the  Argentine  government  with
respect to TGS.  Regardless  of whether  Sellers have  received a  Communication
Notice,  Sellers  shall have the right to  request  in  writing (a  "Performance
Notice") that Purchaser cause  Transwestern to perform  services or take actions
with  respect  to  TGS  or  EPCA  relating  to  or   associated   with  (a)  any
correspondence  prior to the date of this  Agreement  between  Transwestern  and
ENARGAS,  including  the letters  dated as of (i) November 3, 1992,  November 4,
1992 and November 9, 1992 from  Transwestern to the  Privatization  Committee of
Gas del Estado;  (ii) November 4, 1992 from Enron,  EPCA and Transwestern to the
Privatization  Committee  of Gas del Estado;  (iii)  November 4, 1992 from EPCA,
Transwestern,  Perez  Companc  and  Citicorp  Equity  Investments  S.A.  to  the
Privatization  Committee of Gas del Estado; and (iv) July 4, 1994, from EPCA and
Transwestern  to ENARGAS  (such  letters,  together with the letter set forth in
clause (a) above,  the "TGS  Letters").  Purchaser  shall cause  Transwestern to
perform  such  services or take such actions  promptly  upon the receipt of such
Performance  Notice,  and shall cause  Transwestern  to perform in a  reasonably
prudent manner and in accordance with natural gas pipeline industry standards in
the  United  States  (the  "Performance  Standard").  Sellers  hereby  agree  to
indemnify  and hold  Purchaser  and the  CrossCountry  Indemnified  Parties  (as
defined in the Contribution Agreement) harmless from and against (x) any and all
Losses  arising from a third party claim against  Purchaser or any  CrossCountry
Indemnified  Party or the assets  thereof  arising as a result of or relating to
Sellers' direct or indirect  investment or ownership  interest in TGS, including
as a result of a breach by Enron or any of its  Affiliates  of any TGS Letter or
any TGS Agreement to which Enron or any such Affiliate is bound,  but not to the
extent such claim arises from any action or inaction by Transwestern,  except as
provided in clause (y) of this sentence,  and (y) if Transwestern  has performed
the services and actions  requested by a Performance  Notice in accordance  with
the Performance  Standard,  (A) the reasonable expenses of Transwestern for such
performance,  upon the receipt by Sellers of a reasonably  detailed  invoice and
reasonably  supported  documentation from Purchaser relating to such performance
and (B) any and all Losses arising from a third party claim against Purchaser or
any  CrossCountry  Indemnified  Party or the  assets  thereof  relating  to such
performance;  provided,  however,  that  Sellers  shall  have no  obligation  to
indemnify  pursuant to this Section  9.12 for any Losses  relating to or arising
from   circumstances  in  which  Purchaser  fails  to  provide  Sellers  with  a
Communication  Notice pertaining to such  circumstances  when required to do so.
Purchaser shall indemnify and hold the Seller Indemnified  Parties harmless from
and  against  any and all  Losses  incurred  by a  Seller  Indemnified  Party or
assessed  against the assets  thereof  arising as a result of (w) the failure of
Purchaser to provide Sellers with a Communication Notice when required to do so,
(x)  Transwestern's  refusal or failure to perform services or actions set forth
in a Performance Notice promptly  following receipt of such Performance  Notice,
(y) performance  pursuant to any  Performance  Notice which is not in accordance
with the Performance Standard or (z) Transwestern's election to perform services
or take any action in the absence of a Performance Notice or to perform services
or take actions in addition to those specified in any Performance Notice.

                  9.13   Amendment  to  the   Contribution   Agreement.   On  or
immediately  prior to the Closing  Date,  Sellers  shall amend the  Contribution
Agreement to delete Sections 8.2, 8.3 and 8.4 and any other existing  provisions
in the Contribution Agreement relating to any obligation of Sellers to indemnify
any of the  Transfer  Group  Companies  for Losses  related  to Taxes,  employee
benefits  or TGS (it being  agreed  that  indemnification  for all such  matters
relating  to the  Transfer  Group  Companies  shall be  governed  solely by this
Article IX).

                  9.14   Coordination   of  Provisions.   In  the  case  of  any
inconsistency  between  Articles IX and X, Article IX shall control with respect
to Tax,  employee  benefits and TGS matters;  provided,  that Sections  10.2(b),
10.2(c), 10.2(f), 10.2(g), 10.2(h), 10.2(i), 10.2(j), 10.3(b), 10.3(c), 10.3(f),
10.4,  10.5 and 10.6 shall apply to Article IX;  provided,  further,  that, with
respect to any Tax matters,  in the case of any conflict between Sections 9.4 or
9.5 on the one hand and  Section  10.4 on the other hand,  Sections  9.4 and 9.5
shall control.

                  9.15 Citrus Group Companies.  Notwithstanding  anything herein
to the  contrary,  for  purposes  of  allocating  responsibility  for  Taxes and
determining  rights to Tax  refunds or  credits  relating  to any  Citrus  Group
Company  (collectively  referred to as "Pro Rata Tax Payments") pursuant to this
Article IX, the parties hereto shall be responsible  for paying only the portion
of any such Pro Rata Tax Payment equal to the product of (A) fifty percent (50%)
and (B) the amount of such Pro Rata Tax Payment.

                                    ARTICLE X

                                 INDEMNIFICATION

                  10.1 Survival of  Representations,  Warranties,  Covenants
and  Agreements.  Subject to the  limitations and other provisions of this
Agreement:

                  (a)  The   representations   and  warranties  of  Sellers  and
Purchaser  contained in this  Agreement,  and the  covenants  and  agreements of
Sellers  and  Purchaser  contained  in this  Agreement  which by their terms are
required to be performed on or before the Closing (the "Pre-Closing Covenants"),
shall  survive the Closing and shall  remain in full force and effect  until the
later of (i) June 30,  2005 and (ii) the date that is six (6)  months  after the
Closing  Date;  provided,  however,  that  the  representations  and  warranties
contained  in Section  4.14 shall not survive the Closing (it being  agreed that
all  indemnification  for Tax matters  shall be  governed  solely by Article IX,
except to the extent otherwise provided in Section 9.14).

                  (b) Each  covenant  and  agreement  of Sellers  and  Purchaser
contained in this Agreement  which by its terms requires  performance  after the
Closing Date (a  "Post-Closing  Covenant")  shall  survive the Closing and shall
remain in full  force and effect  until  such  covenant  or  agreement  is fully
performed.

                  10.2 Seller Indemnification.

                  (a) Subject to the provisions of this Article X, and except as
otherwise  provided  in Article IX,  from and after the  Closing  Date,  Sellers
agree,  severally  and not  jointly,  and in the  case of  Enron  severally  and
jointly,  to indemnify the Purchaser  Indemnified  Parties against and hold them
harmless from any and all Losses  actually  suffered or incurred by them arising
out of the following:

                             (i) the breach of any representation or warranty of
            Sellers  contained in this  Agreement;  provided,  however,  that in
            determining  whether  Sellers are liable  pursuant  to this  Section
            10.2(a)(i)  for  any  breach  of  any   representation  or  warranty
            contained in Section 4.7 of this Agreement, the qualification of any
            such   representation  or  warranty  by  reference  to  materiality,
            including  any  reference  to  the  qualification  "Seller  Material
            Adverse Effect" or "Transfer Group Material Adverse Effect" shall be
            disregarded and the determination of whether any such representation
            or warranty has been  breached  shall be made without  regard to any
            such qualification or whether such breach is material or constitutes
            a Seller Material  Averse Effect or Transfer Group Material  Adverse
            Effect.  Notwithstanding  the  foregoing,  for the  purposes of this
            Section  10.2(a)(i),  no  representation  or warranty in Section 4.7
            containing a qualification  by reference to  materiality,  including
            any reference to "Seller Material Adverse Effect" or "Transfer Group
            Material  Adverse Effect," shall be considered to have been breached
            unless the Losses to the  Purchaser  Indemnified  Parties  resulting
            from such breach exceed $7,500,000 (the "Individual  Basket Amount")
            per individual  breach (or series of related breaches arising out of
            the same event) of such  representation or warranty;  provided that,
            once such  Losses for such  individual  breach (or series of related
            breaches  arising out of the same event) of such  representation  or
            warranty  equal or exceed the Individual  Basket Amount,  subject to
            the  other  limitations  in  this  Article  X  (including,   without
            limitation,  satisfaction  of the Basket Amount set forth in Section
            10.2(d)),  Sellers  shall be  liable  to the  Purchaser  Indemnified
            Parties for the entire amount of such Losses in excess of the Basket
            Amount (for the  avoidance  of doubt,  each  individual  breach,  or
            series of  related  breaches  arising  out of the same  event,  of a
            representation  or warranty shall be separately  applied towards the
            Individual Basket Amount and such individual breaches,  or series of
            related  breaches  arising  out  of the  same  event,  shall  not be
            aggregated  with other breaches for purposes of determining  whether
            the Individual Basket Amount has been reached);

                             (ii) the  breach  of any  Pre-Closing  Covenant  by
Sellers; or

                             (iii) the breach of any  Post-Closing  Covenant  by
Sellers;

                  (b) Sellers  shall not be required to indemnify  any Purchaser
Indemnified  Party pursuant to this Section 10.2 or Sections 9.10,  9.11 or 9.12
to the extent otherwise  indemnifiable Losses or claims pursuant to this Section
10.2 or Sections 9.10, 9.11 or 9.12 (i) resulted from fraud,  gross  negligence,
bad  faith or  willful  misconduct  of  Purchaser  or (ii)  have  resulted  in a
reduction  in the  Purchase  Price  pursuant to the  purchase  price  adjustment
provisions in this Agreement.

                  (c) No claim may be asserted  nor may any action be  commenced
against Sellers  pursuant to this Section 10.2(a) or Sections 9.10, 9.11 or 9.12
for  breach  of  any  representation  or  warranty,   Pre-Closing   Covenant  or
Post-Closing Covenant or a claim pursuant to Sections 9.10, 9.11 or 9.12, unless
written notice of such claim or action  (satisfying the  requirements of Section
10.4) is received by Sellers on or prior to the date on which the representation
or warranty,  Pre-Closing Covenant or Post-Closing  Covenant on which such claim
or action,  or claim pursuant to Sections 9.10, 9.11 or 9.12, is based ceases to
survive as set forth in, as applicable, Sections 9.10, 9.11, 9.12 or 10.1.

                  (d) No claim may be made against  Sellers for  indemnification
pursuant to Sections  10.2(a)(i) and 10.2(a)(ii)  unless the aggregate amount of
all Losses of the  Purchaser  Indemnified  Parties  upon which valid  claims are
based pursuant to such sections shall exceed an amount equal to $15,000,000 (the
"Basket Amount"), and then Sellers shall only be responsible for indemnification
of Losses in excess of the Basket Amount.

                  (e) The amounts  paid by all Sellers  for  indemnification  of
Losses under this  Agreement  pursuant to Sections  10.2(a)(i)  and  10.2(a)(ii)
shall be limited  to, in the  aggregate,  an amount  equal to  $50,000,000  (the
"Indemnification  Cap"),  with each  Seller  limited  to an amount  equal to the
product of its Percentage Interest multiplied by the Indemnification Cap.

                  (f) With respect to any successful claims for  indemnification
by the Purchaser  Indemnified  Parties under this  Agreement,  each Seller shall
only be liable for and  obligated  to pay an amount  equal to the product of its
Percentage  Interest  multiplied by the amount of Losses  (including  Taxes) for
which  Sellers  are  obligated  to  pay  to the  Purchaser  Indemnified  Parties
hereunder,

                  (g) No claim may be asserted  nor may any action be  commenced
against Sellers pursuant to this Section 10.2 or Sections 9.10, 9.11 or 9.12 for
breach of any representation or warranty,  Pre-Closing  Covenant or Post-Closing
Covenant or claim pursuant to Sections 9.10, 9.11 or 9.12 to the extent that (i)
Purchaser had a reasonable  opportunity,  but failed,  in good faith to mitigate
the  Loss  including,  but not  limited  to,  the  failure  to use  commercially
reasonable efforts to recover under a policy of insurance or under a contractual
right of set-off or  indemnity,  or (ii) such Loss  arises from or was caused by
actions taken or failed to be taken by Purchaser or any of its Affiliates  after
the Closing.

                  (h)  All  claims  for  indemnification  made by  Purchaser  in
accordance  with this Section 10.2 or Sections 9.10,  9.11 or 9.12 shall, to the
extent due and payable,  be treated as an allowed  administrative  expense claim
(to the  extent  agreed  upon or  ordered  by the  Bankruptcy  Court  on a final
non-appealable  basis) under section 503(b)(1)(A) of the Bankruptcy Code against
the applicable Sellers.

                  (i) Notwithstanding  anything to the contrary contained herein
or in any  Transaction  Document,  (1)  Sellers  shall  have  no  obligation  or
liability  under this  Agreement  or the  Transaction  Documents  for any Losses
(including Taxes) incurred by Purchaser or its Affiliates that have been or will
be indemnified by Sellers under the Contribution Agreement,  and (2) the amounts
paid by all Sellers for indemnification under this Agreement, the Citrus Trading
Gas  Contract  Indemnification  Agreement,  the  Transaction  Documents  and the
Contribution Agreement shall in no event exceed, in the aggregate,  the Purchase
Price,  with each  Seller  limited  to an  amount  equal to the  product  of its
Percentage Interest multiplied by the Purchase Price.

                  (j)  Notwithstanding  anything  herein to the  contrary,  each
Purchaser  Indemnified Party shall only be entitled to indemnification  pursuant
to Article IX or this Article X for that percentage of a Loss (including  Taxes)
suffered by a Citrus Group Company or Northern  Border  Company to the extent of
Sellers'  indirect  equity  interest  percentage  as of the Closing Date in such
Citrus Group Company or Northern Border Company.

                  10.3 Purchaser Indemnification.

                  (a) Subject to the provisions of this Article X, and except as
otherwise  provided in Article IX,  Purchaser  agrees from and after the Closing
Date to indemnify the Seller Indemnified  Parties against and hold them harmless
from any and all Losses actually suffered or incurred by them arising out of:

                             (i) the breach of any representation or warranty of
Purchaser contained in this Agreement;

                             (ii) the  breach  of any  Pre-Closing  Covenant  by
Purchaser; or

                             (iii) the breach of any  Post-Closing  Covenant  by
Purchaser.

                  (b)  Purchaser  shall not be required to indemnify  any Seller
Indemnified  Party pursuant to this Section 10.3 or Sections 9.10 or 9.12 to the
extent any such Losses or claims pursuant to Sections 9.10 or 9.12 resulted from
fraud, gross negligence, bad faith or willful misconduct of Sellers.

                  (c) No claim may be asserted  nor may any action be  commenced
against Purchaser  pursuant to clause (i) or (ii) of Section 10.3(a) or Sections
9.10 or 9.12 for breach of any representation or warranty,  Pre-Closing Covenant
or  Post-Closing  Covenant or claim  pursuant to Sections  9.10 or 9.12,  unless
written notice of such claim or action  (satisfying the  requirements of Section
10.4)  is  received  by  Purchaser  on  or  prior  to  the  date  on  which  the
representation  or warranty,  Pre-Closing  Covenant or Post-Closing  Covenant on
which such claim or action,  or claims  pursuant  to Sections  9.10 or 9.12,  is
based ceases to survive as set forth in, as applicable,  Sections 9.10,  9.12 or
10.1.

                  (d) No claim may be made against Purchaser for indemnification
pursuant  to  Sections  10.3(a)(i)  and  10.3(a)(ii)  (except  with  respect  to
indemnification  for  breaches of Sections  6.1 and 6.16)  unless the  aggregate
amount of all Losses of the Seller  Indemnified  Parties upon which valid claims
are based  pursuant to such sections  shall exceed an amount equal to the Basket
Amount,  and then Purchaser  shall only be responsible  for  indemnification  of
Losses in excess of the Basket Amount.

                  (e) The  amounts  paid by  Purchaser  for  indemnification  of
Losses under this  Agreement  pursuant to Sections  10.3(a)(i)  and  l0.3(a)(ii)
(except with respect to  indemnification  for breaches of Sections 6.1 and 6.16)
shall be limited to, in the  aggregate,  an amount equal to the  Indemnification
Cap.

                  (f) The  amounts  paid by  Purchaser  for  indemnification  of
Losses under this  Agreement  and the  Transaction  Documents  shall in no event
exceed, in the aggregate, the Purchase Price.

                  10.4 Procedures.

                  (a) A  Purchaser  Indemnified  Party or a  Seller  Indemnified
Party,  as the case may be (for purposes of this Section  10.4, an  "Indemnified
Party"), shall give the indemnifying party under Sections 9.10, 9.11, 9.12, 10.2
or 10.3,  as applicable  (for  purposes of this Section  10.4, an  "Indemnifying
Party"),  prompt  written  notice  of any  matter  which  it has in  good  faith
determined  has given rise to a right of  indemnification  under this  Agreement
(the "Indemnity  Notice"),  stating the amount of the Loss, if known, and method
of  computation  thereof,  if  practicable,  and  containing  a reference to the
provisions of this  Agreement in respect of which such right of  indemnification
is claimed or arises;  provided that the Indemnified  Party's failure to provide
timely  notice  as  provided   herein  shall  not  reduce  the   indemnification
obligations of the Indemnifying Party except to the extent that the Indemnifying
Party is materially harmed by such failure to provide notice. If an Indemnifying
Party notifies an  Indemnified  Party within the Dispute Period that it disputes
its liability with respect to the claim  described in the Indemnity  Notice,  an
Indemnifying  Party and an  Indemnified  Party  shall  proceed  in good faith to
negotiate a resolution of such dispute, and if not resolved through negotiations
within the Resolution Period,  such dispute shall be resolved in accordance with
the provisions of Section 12.5.

                  (b) An Indemnified Party shall also give prompt written notice
of any pending claim or demand by a third party (the "Third Party Claim Notice")
to  the  Indemnifying  Party  that  the  Indemnified  Party  has in  good  faith
determined  will  likely  give  rise to a right of  indemnification  under  this
Agreement (a "Third Party Claim"), describing in reasonable detail the facts and
circumstances  with respect to the subject matter of such claim or demand. If an
Indemnified  Party fails to provide the Third Party Claim Notice with reasonable
promptness after an Indemnified Party receives notice of such Third Party Claim,
an Indemnifying Party shall still be obligated to indemnify an Indemnified Party
with  respect  to  such  Third  Party  Claim,  except  to  the  extent  that  an
Indemnifying  Party's  ability to defend the relevant claim has been  materially
prejudiced by such failure of an Indemnified Party. The Indemnifying Party shall
have the right, at its sole option and expense,  to be represented by counsel of
its choice and to defend against,  negotiate,  settle or otherwise deal with any
Third Party Claim which relates to any Losses indemnified against hereunder.  If
the Indemnifying Party elects to defend against,  negotiate, settle or otherwise
deal with any Third Party Claim which relates to any Losses indemnified  against
hereunder,  it shall within the Dispute Period,  or if there is a dispute,  then
within the Resolution  Period,  notify the Indemnified Party of its intent to do
so. If the Indemnifying Party elects not to defend against, negotiate, settle or
otherwise  deal  with  any  Third  Party  Claim  which  relates  to  any  Losses
indemnified  against  hereunder,  the  Indemnified  Party  may  defend  against,
negotiate,  settle or  otherwise  deal  with  such  Third  Party  Claim.  If the
Indemnifying  Party  shall  assume the  defense of any Third  Party  Claim,  the
Indemnified  Party  may  participate  in,  at his or its  own  expense,  but not
control,  the defense of such Third Party Claim;  provided,  however,  that such
Indemnified  Party shall be entitled to  participate  in any such  defense  with
separate counsel at the expense of the Indemnifying Party if (i) so requested by
the  Indemnifying  Party to  participate  or (ii) in the  reasonable  opinion of
counsel to the  Indemnified  Party,  a conflict  or  potential  conflict  exists
between the Indemnified  Party and the  Indemnifying  Party that would make such
separate  representation  advisable;  provided,  further,  that the Indemnifying
Party  shall  not be  required  to pay for more  than one such  counsel  for all
Indemnified Parties in connection with any Third Party Claim. The parties hereto
agree to  cooperate  fully  with  each  other in  connection  with the  defense,
negotiation  or  settlement  of any  such  Third  Party  Claim.  Notwithstanding
anything in this Section 10.4 to the contrary,  neither the  Indemnifying  Party
nor the Indemnified Party shall, without the written consent of the other party,
which consent shall not be unreasonably withheld, delayed or conditioned, settle
or compromise  any Third Party Claim or permit a default  judgment or consent to
entry of any judgment  unless the claimant and such party  provide to such other
party an  unqualified  release from all  liability in respect of the Third Party
Claim.  Notwithstanding  the foregoing,  if a settlement  offer solely for money
damages is made by the applicable  third party  claimant,  and the  Indemnifying
Party  notifies the  Indemnified  Party in writing of the  Indemnifying  Party's
willingness  to accept  the  settlement  offer and,  subject  to the  applicable
limitations of Sections 9.10,  9.11,  9.12, 10.2 and 10.3, pay the amount called
for by such offer, and the Indemnified  Party declines to accept such offer, the
Indemnified Party may, at its own expense,  continue to contest such Third Party
Claim,  free of any  participation by the Indemnifying  Party, and the amount of
any  ultimate  liability  with  respect  to such  Third  Party  Claim  that  the
Indemnifying  Party has an  obligation to pay  hereunder  shall,  subject to the
Indemnification  Cap and other limits set forth in Sections  9.10,  9.11,  9.12,
10.2 and 10.3,  be limited  to the  lesser of (A) the  amount of the  settlement
offer that the Indemnified  Party declined to accept or (B) the aggregate Losses
of the  Indemnified  Party with respect to such Third Party Claim,  subject,  in
each case, to the limitations set forth in Sections 9.10,  9.11,  9.12, 10.2 and
10.3.  If the  Indemnifying  Party makes any payment on any Third Party Claim or
other claim hereunder, the Indemnifying Party shall be subrogated, to the extent
of such  payment,  to all rights and  remedies of the  Indemnified  Party to any
insurance benefits or other claims of the Indemnified Party with respect to such
Third Party Claim or other claim hereunder.

                  (c) After any final  decision,  judgment  or award  shall have
been rendered in accordance  with Section 12.5 and the expiration of the time in
which to appeal therefrom,  or a settlement shall have been consummated,  or the
Indemnified  Party and the  Indemnifying  Party shall have arrived at a mutually
binding  agreement with respect to a Third Party Claim or other claim hereunder,
the Indemnified Party shall forward to the Indemnifying Party notice of any sums
due and owing by the Indemnifying  Party pursuant to this Agreement with respect
to such matter.

                  10.5  Tax  Treatment  of  Indemnity  Payments.  To the  extent
permitted by Applicable Law,  Sellers and Purchaser agree to treat any indemnity
payment made  pursuant to Article IX or this Article X as an  adjustment  to the
Purchase Price for federal, state, local and foreign income Tax purposes.

                  10.6 Remedies.  From and after the Closing,  the provisions of
Article IX, this Article X and Sections  6.1, 6.6 and 6.16 shall be the sole and
exclusive  remedy of each  party  hereto  for any  breach  of the other  party's
representations  or  warranties,  covenants  or  agreements  contained  in  this
Agreement,  including any breach of the other party's  Pre-Closing  Covenants or
Post-Closing Covenants.

                                   ARTICLE XI

                                   DEFINITIONS

                  11.1    Certain  Definitions.  For purposes of this Agreement,
 the following terms shall have  the meanings  specified   in this Section 11.1:

                  "Accounting  Referee"  shall  have the  meaning  set  forth on
Schedule 2.1.

                  "Action" means any action, suit, arbitration,  claim, inquiry,
proceeding  or  investigation  by or before any  Governmental  Authority  of any
nature, civil, criminal, regulatory or otherwise, in law or in equity.

                  "Actual  Conversion Tax Liability"  means the aggregate amount
of liability for Taxes of the Sellers and their Affiliates for the taxable years
which  (i) end on or  include  the  date  of the  Conversion  Transactions  (the
"Conversion Year"), (ii) end on or include the Closing Date (the "Closing Year")
and (iii) succeed the Conversion Year and precede the Closing Year.

                  "Additional  Deposit  Amount" shall have the meaning set forth
in Section 2.2(a).

                  "Additional  Letters of Credit"  shall  have the  meaning  set
forth in Section 2.2(a).

                  "Affiliate"  (and,  with a correlative  meaning  "affiliated")
means,  with respect to any Person,  any direct or indirect  subsidiary  of such
Person,   and  any  other  Person  that   directly,   or  through  one  or  more
intermediaries,  controls or is  controlled  by or is under common  control with
such  first  Person.  As used  in this  definition,  "control"  (including  with
correlative  meanings,  "controlled  by" and "under common  control with") means
possession, directly or indirectly, of power to direct or cause the direction of
management or policies  (whether through  ownership of securities or partnership
or other ownership interests, by Contract or otherwise).

                  "Affiliate  Contracts"  shall  have the  meaning  set forth in
Section 4.11(b).

                  "Agreement"  shall have the meaning set forth in the  recitals
hereto.

                  "Alternative  Transaction" shall have the meaning set forth in
Section 6.4(b).

                  "Applicable Law" means, with  respect  to any Person, any  Law
applicable to such Person or its business,  properties or assets.


                  "Approval  Order"  shall have the meaning set forth in Section
7.1(b).

                  "Auburndale   Settlement   Agreement"   means  the  Settlement
Agreement described in Item 5 of Schedule 4.8(a).

                  "Auction"  means  the  auction  for  the  sale  of the  Equity
Interest,  the equity interests of any of the Transfer Group Companies or all or
substantially all of the assets of Transwestern,  as contemplated by the Bidding
Procedures Order.

                  "Auction  Termination  Date" shall mean the earlier of (i) the
date of the entry of the  Approval  Order and (ii) the date which is eighty (80)
days after the entry of the Bidding Procedures Order.

                  "Balance  Sheet  Date"  shall  have the  meaning  set forth in
Section 4.6(a).

                  "Balance  Sheets"  shall have the meaning set forth in Section
4.6(a).

                  "Bankruptcy  Cases"  means the chapter 11 cases  commenced  by
Enron and certain of its direct and  indirect  subsidiaries,  including  EOS and
ETS, on or after December 2, 2001  (including any case commenced  after the date
of this Agreement), jointly administered under Case No. 01-16034-(AJG).

                  "Bankruptcy Code" means title 11 of the United States Code, as
amended.

                  "Bankruptcy  Court" means the United States  Bankruptcy  Court
for the  Southern  District of New York or any other court  having  jurisdiction
over the Bankruptcy Cases from time to time.

                  "Basket  Amount"  shall have the  meaning set forth in Section
10.2(d).

                  "Beginning  Working  Capital" shall have the meaning set forth
on Schedule 2.1.

                  "Benefit  Arrangement"  shall  have the  meaning  set forth in
Section 4.13(b).

                  "Bidding  Procedures  Motion"  means the motion to be filed by
the applicable Sellers with the Bankruptcy Court seeking, among other things, to
obtain approval of the Bidding Procedures Order.

                  "Bidding  Procedures  Order" means an Order of the  Bankruptcy
Court, substantially in the form attached hereto as Exhibit A.

                  "Business  Day" means a day other than a  Saturday,  Sunday or
other day on which  commercial banks in New York City are authorized or required
by Law to close. Any event the scheduled occurrence of which would fall on a day
that is not a Business Day shall be deferred until the next succeeding  Business
Day.

                  "Capital  Markets  Event" means a material  disruption  in the
markets for debt financing  (which will be deemed to exist only if substantially
all successful  lending,  underwriting,  placement or syndication  activity with
respect to such debt financing has ceased or been suspended).

                  "Capital Stock  Agreement"  means the Capital Stock Agreement,
dated  as  of  June  30,  1986,  among  Sonat,  Inc.,  a  Delaware  corporation,
Internorth,  Inc., a Delaware  corporation,  Houston Natural Gas Corporation,  a
Texas  corporation,  and Citrus,  as amended by that certain  letter  agreement,
dated as of April 3, 2000,  among  Enron,  El Paso  Corporation  and Citrus,  as
modified by the Order of the Bankruptcy Court, dated December 1, 2003, approving
the assignment and assumption of the Capital Stock Agreement to the Company.

                  "Cash  Balance  Plan"  shall  have the  meaning  set  forth in
Section 4.13(h).

                  "CES" shall have the meaning set forth in the recitals hereto.

                  "CGC Tax  Basket"  shall have the meaning set forth in Section
9.10(a).

                  "Citrus"  shall  have the  meaning  set forth in the  recitals
hereto.

                  "Citrus Group Companies" means Citrus, Citrus Energy Services,
Inc., Citrus Trading, Florida Gas and each of their respective subsidiaries.

                  "Citrus Trading" means Citrus Trading Corp.

                  "Citrus  Trading  Contribution  Amount" shall have the meaning
set forth on Schedule 2.1.

                  "Citrus  Trading  Gas  Contracts"  shall have the  meaning set
forth in Section 6.15(a).

                  "Claim" shall have the meaning set forth in Section  101(5) of
the Bankruptcy Code.

                  "Closing" shall have the meaning set forth in Section 3.1.

                  "Closing  Date"  shall have the  meaning  set forth in Section
3.1.

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

                  "Commitment  Letters"  means,  collectively,   the  commitment
letters referred to in paragraphs (a)-(d) of Section 5.6.

                  "Communication  Notice"  shall have the  meaning  set forth in
Section 9.12.

                  "Communications  Act" means the Communications Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

                  "Company"  shall have the  meaning  set forth in the  recitals
hereto.

                  "Confidentiality  Agreements" shall have the meaning set forth
in Section 6.6(a).

                 "Contract" means any written contract,  indenture,  note, bond,
loan, instrument, lease, commitment or other agreement.

                  "Contribution   Agreement"  means  the  Amended  and  Restated
Contribution  and  Separation  Agreement,  dated as of  March  31,  2004,  among
Sellers, the Company, CrossCountry Citrus Corp. and CrossCountry Energy Corp.

                  "Conversion  Transactions" shall have the meaning set forth in
Section 6.16(a)(i).

                  "Covered  Taxes"  shall have the  meaning set forth in Section
9.10(a).

                  "Creditors'   Committee"  means  the  official   committee  of
unsecured  creditors  of Enron Corp.  et al.  appointed in  connection  with the
Bankruptcy Cases.

                  "Current  Assets"  shall have the meaning set forth in Annex A
to Schedule 2.1.

                  "Current  Liabilities"  shall  have the  meaning  set forth in
Annex A to Schedule 2.1.

                  "Deposit  Amount"  shall have the meaning set forth in Section
2.2(a).

                  "Deposit  Escrow  Agent"  shall have the  meaning set forth in
Section 2.2(a).

                  "Deposit Escrow Agreement" shall have the meaning set forth in
Section 2.2(a).

                  "DIP  Agreement"  means the  Amended  and  Restated  Revolving
Credit and  Guaranty  Agreement,  dated as of July 10,  2002,  among  Enron,  as
Borrower, the subsidiaries of the Borrower party thereto, as Guarantors, the DIP
Lenders party thereto, Citicorp USA, Inc., as Paying Agent and Co-Administrative
Agent, and JPMorgan Chase, as Collateral Agent and  Co-Administrative  Agent, as
amended.

                  "Disclosure  Statement" means the Disclosure Statement for the
Plan, including all exhibits, supplements,  appendices and schedules thereto, as
approved by the Bankruptcy Court pursuant to an order entered under Section 1125
of the Bankruptcy Code.

                  "Dispute Period" shall mean the period ending twenty (20) days
following receipt by an Indemnifying  Party of either a Third Party Claim Notice
or an Indemnity Notice.

                  "Disputed  Item"  shall have the meaning set forth on Schedule
2.1.

                  "Distribution"   shall  mean  a  distribution  of  the  Equity
Interest (or a transaction that has a similar effect) pursuant to the Plan.

                  "DOJ" shall have the meaning set forth in Section 6.3(b).

                  "Duke  Litigation"  means Citrus  Trading Corp. v. Duke Energy
LNG Sales, Inc., Civil Action No. H-03-4869, in the United States District Court
for the Southern District of Texas, Houston Division.

                  "Employee  Benefit  Plans" shall have the meaning set forth in
Section 4.13(a).

                  "ENA  Litigation"  means any  litigation  initiated  by Citrus
Trading  against Enron North  America  Corp.  arising out of Enron North America
Corp.'s performance or failure to perform as contract operator of Citrus Trading
or by Citrus  against  Enron  arising out of Enron's  performance  or failure to
perform as contract operator of Citrus.

                  "ENARGAS"  means  the  Ente  Nacional   Regulador  de  Gas,  a
regulatory agency of the Argentine government.

                  "Enron"  shall  have the  meaning  set  forth in the  recitals
hereto.

                  "Environmental  Law" means all  Applicable Laws  in  effect on
the date of this Agreement  relating to the  environment,natural  resources   or
the   protection   thereof,  including  but  not   limited   to any   applicable
provisions   of  the  Comprehensive Environmental  Response,   Compensation  and
Liability  Act, 42 U.S.C.ss.9601 et seq., the Hazardous Materials Transportation
Act, 49  U.S.C.ss.5101 et seq., the Resource  Conservation  and Recovery Act, 42
U.S.C.ss.6901 et seq., the Clean Water Act, 33 U.S.C.ss.1251 et seq.,  the Clean
Air Act,  42 U.S.C.ss. 7401 et seq.,  the  Toxic  Substances  Control  Act,   15
U.S.C.ss. 2601 et seq.,  the  Federal  Insecticide,  Fungicide,  and Rodenticide
Act, 7 U.S.C.ss.136 et seq., and the Oil Pollution Act of 1990, 33 U.S.C.ss.2701
et  seq., and  the regulations  promulgated  pursuant thereto, and all analogous
state or local statutes.

                  "EOC" shall have the meaning set forth in the recitals hereto.

                  "EOS" shall have the meaning set forth in the recitals hereto.

                  "EPCA" shall have the meaning set forth in Section 9.12.

                  "Equity  Interest"  shall  have the  meaning  set forth in the
recitals hereto.

                  "ERISA" shall have the meaning set forth in Section 4.13(a).

                  "ERISA  Affiliate"  means,  with  respect to any  entity,  any
trades or businesses (whether or not incorporated) that are under control of, or
that are treated as a single employer with,  such entity under Sections  414(b),
(c), (m) or (o) of the Code or Sections 400l(a)(14)(A) or (B) of ERISA.

                  "Estimated Closing Statement" shall have the meaning set forth
on Schedule 2.1.

                  "Estimated  Purchase Price  Adjustment" shall have the meaning
set forth on Schedule 2.1.

                  "Estimated  Working  Capital" shall have the meaning set forth
on Schedule 2.1.

                  "ETS" shall have the meaning set forth in the recitals hereto.

                  "Excess Conversion Tax Liability" means the excess, if any, of
the Actual  Conversion Tax Liability minus the Hypothetical  Non-Conversion  Tax
Liability.

                  "Exchange  Act"  shall have the  meaning  set forth in Section
4.6(b).

                  "Excluded  Taxes" means (i) any liability for Taxes  resulting
from  transactions or actions (other than the transactions  contemplated by this
Agreement,  including a Section 338(h)(10)  Election) out of the ordinary course
of business  taken by Purchaser or any Affiliate  (including  the Transfer Group
Companies)  or any  transferee  of  Purchaser  or any of its  Affiliates  on the
Closing Date but after the Closing; (ii) any interest or penalties  attributable
to the untimely filing of a Tax Return described in Section  9.2(a)(iii);  (iii)
any  liability  for Taxes that are taken into account in  determining  the Final
Purchase  Price  Adjustment  in  accordance  with  Schedule  2.1;  and  (iv) any
liability for Taxes described in Section 9.3.

                  "FCC" means the Federal Communications Commission.

                  "FERC" means the Federal Energy Regulatory Commission.

                  "Final Citrus Trading Capital  Contribution Amount" shall have
the meaning set forth on Schedule 2.1.

                  "Final Closing  Statement" shall have the meaning set forth on
Schedule 2.1.

                  "Final Northern  Capital  Contribution  Amount" shall have the
meaning set forth on Schedule 2.1.

                  "Final  Order" means that the Approval  Order has been entered
by the  Bankruptcy  Court and that the time to appeal or petition for certiorari
or to move for  modification  or rehearing  has expired and no timely  appeal or
petition for certiorari or motion for  modification  or rehearing  shall then be
pending,  or if a timely appeal or writ of certiorari or motion for modification
or rehearing  thereof has been sought,  that the Approval  Order shall have been
affirmed by the highest  court to which such  Approval  Order was  appealed,  or
certiorari  shall have been denied or  reargument  or  rehearing on remand shall
have been denied or resulted in no material modification of such Approval Order,
and the time to take any further appeal,  petition for  certiorari,  or move for
modification  of such Approval  Order, or move for reargument or rehearing shall
have expired; provided, however that the possibility that a motion under Rule 60
of the  Federal  Rules of Civil  Procedure,  or any  analogous  rule  under  the
Bankruptcy  Rules  or other  rules  governing  procedure  in  cases  before  the
Bankruptcy  Court may be filed with  respect to such  Approval  Order  shall not
cause such Approval Order not to be final.

                  "Final Purchase Price  Adjustment"  shall have the meaning set
forth on Schedule 2.1.

                  "Final  Working  Capital"  shall have the meaning set forth on
Schedule 2.1.

                  "Financial  Statements"  shall have the  meaning  set forth in
Section 4.6(a).

                  "Financing"  means  the  equity  and  debt  financing  for the
transactions  contemplated  by this  Agreement  to be obtained by  Purchaser  as
described in the Commitment Letters.

                  "Financing  Sources"   means,  collectively ,  Southern  Union
Company, Southern Union Panhandle LLC, JPMorgan Chase Bank,JPMorgan  Securities,
Inc.,  Merrill Lynch Capital Corp. and   Merrill Lynch,  Pierce,  Fenner & Smith
Inc. and General Electric Capital Corporation.

                  "Florida Gas" means Florida Gas Transmission Company.


                  "FTC" shall have the meaning set forth in Section 6.3(b).

                  "General Electric Capital  Corporation" means General Electric
Capital Corporation, a Delaware corporation.


                  "GAAP"  means  United  States  generally  accepted  accounting
principles  as in  effect  during  the time  period  of the  relevant  financial
statement.

                  "Governmental   Authority"   means   any   entity   exercising
executive,  legislative,  judicial, regulatory or administrative functions of or
pertaining to United States federal,  state or local  government,  including any
governmental authority, agency, department, board, commission or instrumentality
or any political  subdivision thereof, and any tribunal,  court or arbitrator(s)
of competent jurisdiction, and shall include the Bankruptcy Court.

                  "Guaranteed  Indebtedness" shall have the meaning set forth in
Section 6.12.

                  "HSR Act" means the Hart-Scott-Rodino  Antitrust  Improvements
Act of 1976, as amended, and the rules and regulations promulgated thereunder.

                 "Hypothetical  Non-Conversion  Tax Liability"  means the sum of
the  hypothetical  federal,  state local and foreign  Taxes of Sellers and their
Affiliates  calculated  in the same manner and with  respect to the same taxable
years as the Actual Conversion Tax Liability; provided that for purposes of this
calculation,  it shall be presumed that (i) the Conversion Transactions were not
effected,  and (ii) a valid Section 338(h)(10) Election was made for each of the
H-b Companies in respect of the sale pursuant to Article I hereof.

                  "H-10  Companies"  means each of  CrossCountry  Citrus  Corp.,
Transwestern Holding Company,  Inc.,  Transwestern,  Northern Plains, Pan Border
Gas Company and NBP Services.

                  "Indemnification  Cap"  shall  have the  meaning  set forth in
Section 10.2(f).

                  "Indemnified  Party"  shall  have  the  meaning  set  forth in
Section 10.4(a).

                  "Indemnifying  Party"  shall  have the  meaning  set  forth in
Section 10.4(a).

                  "Indemnity Notice" shall have the meaning set forth in Section
10.4(a).

                  "Individual Basket Amount" shall have the meaning set forth in
Section 10.2(a).

                  "Initial  Letters of Credit"  shall have the meaning set forth
in Section 2.2(a).

                  "IRS" means the United States Internal Revenue Service.
                   ---

                  "Law" means any federal,  state or local law (including common
law), statute,  code, ordinance,  rule, regulation or other requirement enacted,
promulgated, issued or entered by a Governmental Authority.

                  "Leased  Real  Property"  shall have the  meaning set forth in
Section 4.9(b).

                  "Letters  of  Credit"  shall  have the  meaning  set  forth in
Section 2.2(a).

                  "Lien"  means  any  lien,  pledge,  mortgage,  deed of  trust,
security  interest,  claim,  lease,  charge,  option,  right of  first  refusal,
easement,  servitude,  transfer  restriction  under any  shareholder  or similar
agreement or encumbrance.

                  "Losses"  means  any and  all  liabilities,  losses,  damages,
claims,  reasonable and documented  out-of-pocket  costs and expenses (including
reasonable  attorneys',  accountants'  or other fees and  expenses  incurred  in
defending  any Action or in  investigating  any of the same or in asserting  any
rights hereunder)  actually suffered or incurred by a Person,  but not including
consequential, exemplary, special and punitive damages and lost profits.

                  "Material  Contracts"  shall  have the  meaning  set  forth in
Section 4.11(a).

                  "May 27 Motion" means the Motion  Pursuant To Sections 105 And
363 Of The Bankruptcy  Code And Rules 2002,  6004,  9013 And 9014 Of The Federal
Rules Of  Bankruptcy  Procedure For An Order  Authorizing  And Approving (A) The
Entry Into And The Terms And  Conditions Of A Purchase And Sale Agreement By And
Among  Enron  Corp.,  Enron  Operations  Services,   LLC,  Enron  Transportation
Services, LLC And EOC Preferred,  L.L.C. And NuCoastal,  LLC For The Sale Of All
Of The Issued And Outstanding  Membership  Interests Of CrossCountry Energy, LLC
Free  And  Clear  Of All  Liens  And  Claims  And  (B) The  Consummation  Of The
Transactions  Contemplated  Therein  (docket no. 18715) filed on May 27, 2004 in
the Bankruptcy Cases.

                  "Modifying  Order" shall have the meaning set forth in Section
3.2(g).

                  "NBI" shall have the meaning set forth in Section 4.5(d).

                  "NBP  Services"  shall  have  the  meaning  set  forth  in the
recitals hereto.

                  "Northern  Border" shall have the meaning set forth in Section
4.5(d).

                  "Northern  Border  Companies"  means  Northern  Border,   NBI,
Northern Border Pipeline Company, a Texas general  partnership,  Crestone Energy
Ventures,  L.L.C., a Delaware limited liability  company,  Bear Paw Investments,
LLC, a Delaware  limited  liability  company,  Bear Paw Energy,  LLC, a Delaware
limited liability company,  Border Midwestern  Company, a Delaware  corporation,
Midwestern  Gas  Transmission  Company,  a Delaware  corporation,  Border Viking
Company, a Delaware corporation, and Viking Gas Transmission Company, a Delaware
corporation.

                  "Northern  Border  Distribution"  shall have the  meaning  set
forth in Section 6.11.

                  "Northern Border Partnership  Agreement" means the Amended and
Restated  Agreement of Limited  Partnership of Northern Border  Partners,  L.P.,
dated as of October  1, 1993,  by and among  NBI,  Pan  Border Gas  Company  and
Northwest Border Pipeline Company.

                  "Northern Border SEC Reports" shall have the meaning set forth
in Section 4.6(b).

                  "Northern  Capital  Contribution"  shall have the  meaning set
forth on Schedule 2.1.

                  "Northern Capital Contribution Amount" shall have the  meaning
set forth on Schedule 2.1.

                  "Northern  Plains"  shall  have the  meaning  set forth in the
recitals hereto.

                  "Northern Plains Group  Companies" means Northern Plains,  Pan
Border  Gas  Company,  Northern  Border  Pipeline  Corporation  and any of their
respective  subsidiaries,  and any  successors  thereof  formed  pursuant to the
Conversion  Transactions  in accordance  with Section 6.16. For the avoidance of
doubt, any reference to the term "Northern Plains Group Companies" shall include
only the entities  specified in the previous sentence and shall not be construed
to cover the conduct or operations of the Northern  Border  Companies or Persons
in which the Northern Border Companies hold a minority interest.

                  "NP Tax  Basket"  shall have the  meaning set forth in Section
9.10(a).

                  "Objection" shall have the meaning set forth on Schedule 2.1.

                  "Objection  Date" shall have the meaning set forth on Schedule
2.1.

                  "Objection  Period"  shall  have  the  meaning  set  forth  on
Schedule 2.1.

                  "Order" means any order, injunction, judgment, decree, ruling,
writ, assessment or arbitration award.

                  "Ordinary  Course of  Business"  shall refer to the conduct of
business of the Transfer Group Companies from and after December 2, 2001.

                  "Outside  Date"  shall have the  meaning  set forth in Section
3.2(b).

                  "Paying  Party"  shall have the  meaning  set forth in Section
9.2(d).

                  "PBGC" means the Pension Benefit Guaranty Corporation.

                  "Per Diem  Taxes"  shall have the meaning set forth in Section
9.2(c)(ii).

                  "Percentage  Interest"  shall  have the  meaning  set forth in
Section 4.4.

                  "Performance  Notice"  shall  have the  meaning  set  forth in
Section 9.12.

                  "Performance  Standard"  shall have the  meaning  set forth in
Section 9.12.

                  "Permits"  means  any  approvals,  authorizations,   consents,
licenses, permits or certificates.

                  "Permitted  Exceptions"  means (i) all  Liens  and  exceptions
disclosed  in  policies of title  insurance  set forth on  Schedule  4.19;  (ii)
statutory Liens for current Taxes, assessments or other governmental charges not
yet  delinquent  or the amount or validity of which is being  contested  in good
faith  by  appropriate  proceedings;  (iii)  mechanics',   carriers',  workers',
repairers' and similar Liens;  (iv) zoning,  entitlement  and other land use and
environmental regulations by any Governmental Authority; (v) with respect to any
asset, right or interest,  Liens that would be released pursuant to the Approval
Order  from such  asset,  right or  interest  and  attach to the sales  proceeds
received by Sellers  hereunder upon the sale of the Equity Interest to Purchaser
as  contemplated  by this  Agreement  and (vi) such  other  Liens that would not
reasonably be expected to have,  individually  or in the  aggregate,  a Transfer
Group Material Adverse Effect.

                  "Person"  means and includes  natural  persons,  corporations,
limited partnerships,  limited liability companies, general partnerships,  joint
stock companies, joint ventures,  associations,  companies, trusts, banks, trust
companies,  land trusts, business trusts or other organizations,  whether or not
legal entities, and all Governmental Authorities.

                  "Plan"  means  the  Fifth  Amended  Joint  Plan of  Affiliated
Debtors pursuant to Chapter 11 of the Bankruptcy Code, dated January 9, 2004, as
proposed by Enron and its debtor affiliates,  including, without limitation, the
exhibits  and  schedules  attached  thereto,  as the  same may be  modified  and
supplemented from time to time.

                  "Post-Closing  Covenant"  shall have the  meaning set forth in
Section 10.1(b).

                  "Pre-Closing  Covenant"  shall have the  meaning  set forth in
Section 10.1(a).

                  "Preliminary  Purchase Price" shall have the meaning set forth
in Section 2.1.

                  "Preparing  Party" shall have the meaning set forth in Section
9.2(d).

                  "Prime  Rate" means the prime  lending rate as reported in the
Wall Street Journal (under the heading "Money Rates") on the Closing Date.

                  "Principal  Contribution  Transaction Documents" means the (i)
Transition Services Agreement,  (ii) Transition Services Supplemental Agreement,
(iii) Cross License  Agreement,  dated as of March 31, 2004, by and among Enron,
NBI,  Transwestern,  Florida Gas,  Northern  Border  Pipeline  Company,  EOS and
Northern Plains,  (iv) Sublease,  dated as of March 31, 2004,  between Enron and
the Company,  (v) Release  Agreement,  dated as of March 31, 2004,  by and among
Sellers, the Company,  CrossCountry Energy Corp., CES, CrossCountry Alaska, LLC,
CrossCountry  Citrus  Corp.,  NBP  Services,  Pan Border Gas  Company,  Northern
Plains, Transwestern Holding Company, Inc. and Transwestern and (vi) Tax Sharing
Agreement, dated as of March 31, 2004, between Enron, ETS, EOC, Northern Plains,
Pan  Border  Gas  Company,  NBP  Services,  Transwestern,  Transwestern  Holding
Company, Inc. and CrossCountry Citrus Corp.

                  "Principal  Shippers"  shall  have the  meaning  set  forth in
Section 4.12.

                  "Purchase  Price"  shall have the meaning set forth in Section
2.1.

                  "Purchaser"  shall have the meaning set forth in the  recitals
hereto.

                  "Purchaser   Indemnified  Parties"  means  Purchaser  and  its
directors,  officers,  employees,  any  Person  that  becomes  a  Subsidiary  of
Purchaser upon the transfer of the Equity  Interest at Closing,  Affiliates (but
only in their capacity as Affiliates of Purchaser or in connection with the sale
of the Equity Interest under this Agreement), agents (but only in their capacity
as agents of Purchaser  or in  connection  with the sale of the Equity  Interest
under this Agreement),  successors and assigns; provided, however, that the term
"Purchaser  Indemnified Parties" shall not include any Citrus Group Company, any
Northern  Border  Company  or any third  party  partner  of any such  companies,
including, with respect to the Citrus Group Companies, El Paso Corporation.

                 "Purchaser   Material   Adverse   Effect"   means  any  change,
circumstance or event that would materially hinder or delay Purchaser's  ability
to consummate the  transactions  contemplated by this Agreement,  other than any
such  change,  circumstance  or  event  which  results  from  any of the  events
described in clauses (i), (ii) and (iii) of Section  3.2(d) or from any material
breach by Sellers of any  covenant or  agreement  in this  Agreement or from any
representation or warranty of Sellers having been or having become untrue in any
material respect.

                  "Purchaser   Related   Parties"   shall  mean  any   potential
investors,  partners,  members,  lenders and financing  sources  (including  the
Financing   Sources)  of  Purchaser   and  their   respective   Affiliates   and
Representatives.

                  "Representatives"  shall have the meaning set forth in Section
6.4(b).

                  "Request" shall have the meaning set forth in Section 6.16(a).

                  "Resolution  Period"  means the period ending thirty (30) days
following  receipt  by  an  Indemnified  Party  of  a  written  notice  from  an
Indemnifying  Party  stating  that it disputes all or any portion of a claim set
forth in an Indemnity Notice or a Third Party Claim Notice.

                  "Rights of Way" shall  have the  meaning  set forth in Section
4.9(a).

                  "Sale Motion" means the motion to be filed with the Bankruptcy
Court by the applicable Sellers seeking entry of the Approval Order.

                  "SEC" shall have the meaning set forth in Section 4.6(b).

                  "Section 338(h)(10) Election" shall have the meaning set forth
in Section 6.16(a)(ii).

                  "Securities  Act" shall have the  meaning set forth in Section
4.6(b).

                  "Seller Indemnified  Parties" means Sellers,  their Affiliates
and their respective  Representatives,  successors and assigns.

                  "Seller   Material   Adverse   Effect"   means   any   change,
circumstance or event that would materially hinder or delay any Seller's ability
to consummate the  transactions  contemplated by this  Agreement,  excluding any
such  change,  circumstance  or event to the extent  resulting  (a) from (i) the
filing  of the  Bankruptcy  Cases,  (ii)  the  conversion  or  dismissal  of any
Bankruptcy  Case,  (iii) the  appointment of a chapter 11 trustee or examiner in
any Bankruptcy Case or (iv) the  confirmation or the  effectiveness of the Plan,
or (b) from any  material  breach by  Purchaser  of any covenant or agreement in
this Agreement or from any  representation  or warranty of Purchaser having been
or having become untrue in any material respect.

                  "Sellers"  shall have the  meaning  set forth in the  recitals
hereto.

                  "Southern  Union Company"  means  Southern  Union  Company,  a
Delaware corporation.

                  "Straddle  Period" shall have the meaning set forth in Section
9.2(c)(ii).

                  "Subsidiary or subsidiary"  means, with respect to any Person,
any  corporation,  limited  liability  company,  joint venture or partnership of
which such Person (a)  beneficially  owns,  either directly or indirectly,  more
than fifty percent (50%) of (i) the total  combined  voting power of all classes
of voting  securities of such entity,  (ii) the total combined equity interests,
or (iii) the capital or profit interests,  in the case of a partnership;  or (b)
otherwise has the power to vote or to direct the voting of sufficient securities
to elect a majority of the board of directors or similar governing body.

                  "Superior  Transaction"  means  one or  more  written  or oral
proposals  (with such oral  proposals made on the record at a hearing before the
Bankruptcy  Court) made by one or more third parties for one or more Alternative
Transactions  that  represent,  alone or in the  aggregate,  and in Enron's sole
discretion,   upon   consultation   with  the   Creditors'   Committee  and  its
Representatives,  a higher or better offer for the Equity  Interest,  the equity
interests of any of the Transfer Group Companies or all or substantially  all of
the assets of  Transwestern  than the offer made by  Purchaser  pursuant  to the
terms of this Agreement.

                  "Tax"  means  all  federal,  state,  provincial,  territorial,
municipal,  local  or  foreign  income,  profits,   franchise,  gross  receipts,
environmental  (including taxes under Code Section 59A),  customs,  duties,  net
worth,  sales,  use, goods and services,  withholding,  value added, ad valorem,
employment,  social security,  disability,  occupation,  pension, real property,
personal  property  (tangible  and  intangible),  stamp,  transfer,  conveyance,
severance,  production,  excise and other taxes,  withholdings,  duties, levies,
imposts and other similar charges and assessments  (including any and all fines,
penalties and additions  attributable to or otherwise imposed on or with respect
to any such taxes,  charges,  fees,  levies or other  assessments,  and interest
thereon) imposed by or on behalf of any Taxing Authority.

                  "Tax  Baskets"  shall  mean  the TWG Tax  Basket,  the CGC Tax
Basket and the NP Tax Basket, as applicable.

                  "Tax  Package"  shall  have the  meaning  set forth in Section
9.2(a)(i).

                  "Tax  Proceeding"  shall have the meaning set forth in Section
9.4(a).

                  "Tax Returns" means any report, return, declaration, claim for
refund,  information  report or return or statement required to be supplied to a
Taxing Authority in connection with Taxes,  including any schedule or attachment
thereto or amendment thereof.

                  "Taxing Authority" means any Governmental Authority exercising
any authority to impose,  regulate, levy, assess or administer the imposition of
any Tax.

                  "TGS" means  Transportadora de Gas del  Sur S.A., an Argentine
sociedad anonima.

                  "TGS Agreements" means (i) the Owners  Agreement,  dated as of
November 13, 1992, by and among EPCA, Citicorp Equity Investments S.A. and Perez
Companc, (ii) the Shareholders Agreement,  dated as of November 13, 1992, by and
among EPCA,  Citicorp Equity Investments S.A. and Perez Companc,  predecessor in
interest to Petrobras Energia S.A. ("Petrobras"), an Argentine sociedad anonima,
(iii) the Technical Assistance Agreement,  dated as of November 13, 1992, by and
between TGS and EPCA, (iv) the Bid Agreement,  dated as of November 13, 1992, by
and among EPCA, Citicorp Equity Investments S.A. and Perez Companc,  predecessor
in interest to Petrobras and (v) the  Authorization to Render the Public Service
of Gas Transportation Issued to TGS (the "TGS License").

                  "TGS  Letters"  shall  have the  meaning  set forth in Section
9.12.

                  "Third  Party  Claim"  shall  have the  meaning  set  forth in
Section 10.4(b).

                  "Third Party Claim Notice" shall have the meaning set forth in
Section 10.4(b).

                  "Transaction  Documents"  means the Deposit Escrow  Agreement,
the Citrus Trading Gas Contract  Indemnification  Agreement,  the Transfer Group
Company Guaranty, the TSA and the TSSA.

                  "Transfer  Group  Companies"  means the Company,  CrossCountry
Citrus Corp., the Transwestern Group Companies,  the Citrus Group Companies, the
Northern Plains Group Companies, NBP Services, CES and CrossCountry Alaska, LLC.
For the avoidance of doubt, any reference to the term "Transfer Group Companies"
shall include only the entities specified in the previous sentence and shall not
be construed to cover the conduct or operations of the Northern Border Companies
or Persons in which the Northern Border Companies hold a minority interest.

                  "Transfer  Group Company  Guaranty" means the agreement of the
applicable  Transfer Group Company to fulfill all  obligations of Purchaser from
and after the Closing,  under this Agreement,  of any kind or nature whatsoever,
including any amount that  Purchaser is or may become  obligated to pay pursuant
to this  Agreement  and such  agreement  shall  remain in full  force and effect
without  regard to, and shall not be  affected  or impaired by (i) any change in
the corporate structure or ownership of Purchaser or the bankruptcy, insolvency,
reorganization,  dissolution,  liquidation, or other similar proceeding relating
to Purchaser or any  Affiliate or  Subsidiary  of Purchaser or (ii) any neglect,
delay, omission, failure or refusal of Purchaser or Sellers to take or prosecute
any action in connection with this Agreement or any other  agreement,  including
the  Transaction  Documents,  delivered in connection  with this  Agreement.  In
connection with a Transfer Group Company Guaranty, the applicable Transfer Group
Company  shall  unconditionally  waive any right to  require  Sellers to proceed
first against Purchaser.

                  "Transfer  Group  Material  Adverse  Effect" means any change,
circumstance  or event that is  materially  adverse to the  business,  financial
condition or assets of the Transfer Group Companies, taken as a whole, excluding
any such  change,  circumstance  or event to the extent  resulting  from (i) the
economy  or  securities  markets  in  general,  or any  outbreak  of  hostility,
terrorist activities or war, (ii) the announcement,  pendency or consummation of
the sale of the Equity  Interest or any other  action by Sellers or any Transfer
Group Company contemplated by or required by this Agreement, (iii) the filing of
the Bankruptcy  Cases,  (iv) the confirmation or the  effectiveness of the Plan,
(v) the conversion or dismissal of any Bankruptcy  Case, (vi) the appointment of
a chapter 11 trustee or examiner in any Bankruptcy Case, or (vii) any changes in
general economic,  political or regulatory conditions in industries or countries
in  which  any of the  Transfer  Group  Companies  operates,  including  changes
applicable to (A) the  international,  national,  regional,  or local  wholesale
markets for natural gas, capacity or throughput,  (B)  international,  national,
regional  or local  interstate  natural  gas  pipeline  systems,  and (C) rules,
regulations  or decisions  affecting  the  interstate  natural gas  transmission
industry as a whole.

                  "Transition  Services Agreement" means the Transition Services
Agreement, dated as of March 31, 2004, between Enron and the Company.

                  "Transition   Services   Supplemental   Agreement"  means  the
Transition Services Supplemental Agreement,  dated as of March 31, 2004, between
Enron and the Company.

                  "Transportation Contracts" shall have the meaning set forth in
Section 4.11(a)(vii).

                  "Transwestern"  shall  have  the  meaning  set  forth  in  the
recitals hereto.

                  "Transwestern  Debt Amount" means the principal  amount of all
indebtedness of Transwestern for borrowed money,  including without  limitation,
the  outstanding  principal  amount owed as of the Closing Date under the Credit
Agreement, dated as of May 3, 2004, among Transwestern, as Borrower, the Initial
Lenders and Initial  Issuing Bank named therein,  as Initial Lenders and Initial
Issuing Bank, Wachovia Bank, National  Association,  as Administrative Agent and
Collateral  Agent,  Suntrust  Bank, as  Syndication  Agent,  and Bank One, N.A.,
Citicorp USA, Inc. and Union Bank of  California,  N.A., as Joint  Documentation
Agents.

                  "Transwestern  Group  Companies"  means  Transwestern  Holding
Company, Inc.,  Transwestern and any of their respective  subsidiaries,  and any
successors thereof formed pursuant to the Conversion  Transactions in accordance
with Section 6.16.

                  "Transwestern  Receivables" means the (i) Amended and Restated
Promissory Note by Enron in favor of Transwestern, with an effective date of May
14, 2001 and an outstanding  balance of  $233,943,232.69  as of the date of this
Agreement,  (ii)  Subordinated  Promissory  Note by  Enron  Corp.  in  favor  of
Transwestern,  with an effective  date of November  13, 2001 and an  outstanding
balance of  $137,500,000 as of the date of this  Agreement,  (iii)  Subordinated
Promissory Note by Enron Corp. in favor of  Transwestern  with an effective date
of November 13, 2001 and an outstanding  balance of  $412,500,000 as of the date
of this Agreement,  (iv) intercompany receivable in the amount of $32,865,523.00
as of the date of this  Agreement  owed by Risk  Management and Trading Corp. to
Transwestern,  (v) intercompany  receivable in the amount of $1,260,943.78 as of
the  date  of this  Agreement  owed  by  Enron  Capital  &  Trade  Resources  to
Transwestern,  (vi) intercompany receivable in the amount of $1,878.25 as of the
date of this Agreement owed by Enron Energy Services to Transwestern,  and (vii)
intercompany  receivable  arising under the Tax Sharing  Agreement,  dated as of
March 31, 2004, by and among Enron, Northern Plains, Pan Border Gas Company, NBP
Services,  Transwestern,  Transwestern  Holding  Company,  Inc. and CrossCountry
Citrus  Corp.,  which  was  owed by  Enron  to  Transwestern  in the  amount  of
$83,988,930.00 as of March 31, 2004.

                  "Treasury Regulations" means the regulations promulgated under
the Code.

                  "True-up  Amount" shall have the meaning set forth on Schedule
2.1.

                  "TSA" shall have the meaning set forth in Section 8.1(g).

                  "TSSA" shall have the meaning set forth in Section 8.1(g).

                  "TWG Tax  Basket"  shall have the meaning set forth in Section
9.10(a).

                  "Winning  Bidder"  shall  have the  meaning  set  forth in the
Bidding Procedures Order.

                  "Working  Capital" shall consist of the net amount of the line
items  reflected in the related  worksheet set forth on Annex A to Schedule 2.1.
and shall, in all instances,  be computed using the same line items,  and in the
same  manner,  as set forth in such  worksheet,  consistently  with the  Working
Capital Accounting Principles.

                  "Working Capital Accounting Principles" shall have the meaning
set forth on Schedule 2.1.

                  "Working  Capital  Worksheet" shall have the meaning set forth
in Annex A to Schedule 2.1.

                  11.2 Other Terms. Other terms may be defined elsewhere in this
Agreement and, unless otherwise  indicated,  shall have such meaning  throughout
this Agreement.

                  11.3 Knowledge Qualifiers.  References to "Sellers' Knowledge"
or "to the  Knowledge  of Sellers"  and similar  terms shall refer to the actual
knowledge,  without any requirement of inquiry or  investigation,  of any of the
individuals listed on Schedule 11.3.

                  11.4 Interpretation.  Whenever the words "include", "includes"
or "including" are used in this  Agreement,  they shall be deemed to be followed
by the words "without limitation".  The words "hereof," "herein" and "hereunder"
and words of similar  import  when used in this  Agreement  shall  refer to this
Agreement as a whole and not to any particular provision of this Agreement.  The
definitions  contained in this  Agreement are applicable to the singular as well
as the  plural  forms  of  such  terms  and to the  masculine  as well as to the
feminine and neuter genders of such terms.

                                   ARTICLE XII

                                  MISCELLANEOUS

                  12.1 Bankruptcy  Court  Approval.  The  obligations  of Enron,
ETS and  EOS under  this  Agreement  are  subject to  approval of the Bankruptcy
Court.

                  12.2 Obligations Several. Enron shall be jointly and severally
liable for all obligations of Sellers under this Agreement, and EOS, ETS and EOC
shall be severally liable for their respective obligations under this Agreement,
each in accordance with its Percentage Interest.

                  12.3   Expenses.   Except  as  otherwise  set  forth  in  this
Agreement,  each of  Sellers  and  Purchaser  shall  each bear its own  expenses
incurred in connection  with the negotiation and execution of this Agreement and
each other agreement, document and instrument contemplated by this Agreement and
the consummation of the transactions contemplated hereby and thereby, including,
without  limitation,  obtaining  the Approval  Order and the Bidding  Procedures
Order,  it being  understood  that in no event shall any of the  Transfer  Group
Companies bear any of such costs and expenses.

                  12.4 Incorporation of Exhibits and Schedules. The exhibits and
schedules  identified in this Agreement are incorporated herein by reference and
made a part hereof.  Any  information  disclosed on any schedule hereto shall be
deemed disclosed for all schedules  hereto.  Any matter disclosed in any section
of a schedule shall be deemed disclosed in each section of such schedule.

                  12.5 Submission to Jurisdiction:Consent to Service of Process.

                  (a) Without  limiting any party's right to appeal any Order of
the  Bankruptcy   Court,   (i)  the  Bankruptcy  Court  shall  retain  exclusive
jurisdiction  to enforce the terms of this Agreement and to decide any claims or
disputes which may arise or result from, or be connected  with,  this Agreement,
any  breach or  default  hereunder,  or the  transactions  contemplated  by this
Agreement,  and (ii) any and all Actions related to the foregoing shall be filed
and maintained only in the Bankruptcy  Court,  and the parties hereby consent to
and  submit  to the  jurisdiction  and venue of the  Bankruptcy  Court and shall
receive  notices at such  locations  as indicated  in Section  12.13;  provided,
however,  that if the  Bankruptcy  Cases  have  closed,  the  parties  agree  to
unconditionally  and  irrevocably  submit to the exclusive  jurisdiction  of the
United States  District  Court for the Southern  District of New York sitting in
New York County or the Commercial Division, Civil Branch of the Supreme Court of
the State of New York  sitting in New York County and any  appellate  court from
any thereof, for the resolution of any such claim or dispute.

                  (b) The parties hereby  unconditionally and irrevocably waive,
to the fullest extent  permitted by Applicable Law, any objection which they may
now or  hereafter  have to the laying of venue of any dispute  arising out of or
relating  to this  Agreement  or any of the  transactions  contemplated  by this
Agreement  brought in any court specified in paragraph (a) above, or any defense
of inconvenient  forum for the maintenance of such dispute.  Each of the parties
hereto  agrees  that a judgment  in any such  dispute  may be  enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

                  (c) Each of the  parties  hereto  hereby  consents  to process
being served by any party to this Agreement in any suit, Action or proceeding by
the  mailing of a copy  thereof in  accordance  with the  provisions  of Section
12.13.

                  12.6 Waiver of Jury Trial. THE PARTIES HEREBY  IRREVOCABLY AND
UNCONDITIONALLY  WAIVE,  TO THE FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY
RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN
ANY LEGAL  PROCEEDING,  DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR THE TRANSACTIONS  CONTEMPLATED BY THIS AGREEMENT  (WHETHER BASED ON
CONTRACT,  TORT,  OR ANY  OTHER  THEORY).  EACH  PARTY  (A)  CERTIFIES  THAT  NO
REPRESENTATIVE,  AGENT,  OR  ATTORNEY  OF THE  OTHER  PARTIES  HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH OTHER  PARTIES  WOULD NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)  ACKNOWLEDGES  THAT IT
AND THE OTHER  PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS  AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.6.

                  12.7 No Consequential or Punitive Damages. No party hereto (or
its Affiliates) shall, under any circumstance,  be liable to any other party (or
its  Affiliates)  for  any  consequential,  exemplary,  special,  incidental  or
punitive  damages  claimed by such other  party under the terms of or due to any
breach of this  Agreement,  including,  but not  limited  to, loss of revenue or
income, cost of capital, or loss of business reputation or opportunity.

                  12.8 No Right of  Set-Off.  Purchaser  for  itself and for its
Subsidiaries,  Affiliates,  successors  and assigns hereby  unconditionally  and
irrevocably  waives any  rights of  set-off,  netting,  offset,  recoupment,  or
similar rights that Purchaser or any of its Subsidiaries, Affiliates, successors
and assigns has or may have with respect to the payment of the Purchase Price or
any other payments to be made by the Purchaser pursuant to this Agreement or any
other document or instrument delivered by Purchaser in connection herewith.

                  12.9     Time of  Essence.  With  regard to all dates and time
periods  set  forth or  referred to  in this  Agreement, time is of the essence.

                  12.10 Entire Agreement; Amendments and Waivers. This Agreement
(including the schedules and exhibits hereto),  the  Confidentiality  Agreements
and the Transaction  Documents represent the entire  understanding and agreement
between the parties  hereto with respect to the subject matter hereof and can be
amended,  supplemented or changed,  and any provision hereof can be waived, only
by written  instrument making specific reference to this Agreement signed by the
party against whom enforcement of any such amendment,  supplement,  modification
or waiver is sought.  No action  taken  pursuant to this  Agreement,  including,
without  limitation,  any  investigation by or on behalf of any party,  shall be
deemed to constitute a waiver by the party taking such action of compliance with
any representation, warranty, covenant or agreement contained herein. The waiver
by any party  hereto of a breach of any  provision of this  Agreement  shall not
operate or be construed as a further or continuing waiver of such breach or as a
waiver of any other or subsequent breach. No failure on the part of any party to
exercise, and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver  thereof;  nor shall any single or partial  exercise of such
right,  power or remedy by such party  preclude  any other or  further  exercise
thereof or the exercise of any other right, power or remedy. Except as otherwise
provided herein,  all remedies hereunder are cumulative and are not exclusive of
any other remedies provided by Law.

                  12.11   Governing   Law.  THIS   AGREEMENT,   THE  RIGHTS  AND
OBLIGATIONS  OF THE PARTIES UNDER THIS  AGREEMENT,  AND ANY CLAIM OR CONTROVERSY
DIRECTLY  OR  INDIRECTLY  BASED UPON OR  ARISING  OUT OF THIS  AGREEMENT  OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR
ANY  OTHER  THEORY),  INCLUDING  ALL  MATTERS  OF  CONSTRUCTION,   VALIDITY  AND
PERFORMANCE,  SHALL IN ALL RESPECTS BE GOVERNED BY AND  INTERPRETED,  CONSTRUED,
AND DETERMINED IN ACCORDANCE  WITH, THE APPLICABLE  PROVISIONS OF THE BANKRUPTCY
CODE AND THE  INTERNAL  LAWS OF THE  STATE OF NEW YORK  (WITHOUT  REGARD  TO ANY
CONFLICTS OF LAW PROVISION THAT WOULD REQUIRE THE  APPLICATION OF THE LAW OF ANY
OTHER JURISDICTION).

                  12.12 Table of Contents  and  Headings.  The table of contents
and Section  headings of this Agreement are for reference  purposes only and are
to be given no effect in the construction or interpretation of this Agreement.

                  12.13 Notices. All notices and other communications under this
Agreement  shall be in writing and shall be deemed duly given (i) when delivered
personally or by prepaid overnight courier,  with a record of receipt,  (ii) the
fourth day after mailing if mailed by certified mail, return receipt  requested,
or (iii)  the day of  transmission,  if sent by  facsimile  or  telecopy  during
regular  business  hours, or the day after  transmission,  if sent after regular
business  hours (with a copy  promptly  sent by prepaid  overnight  courier with
record of  receipt or by  certified  mail,  return  receipt  requested),  to the
parties at the following addresses or telecopy numbers (or to such other address
or telecopy  number as a party may have  specified  by notice given to the other
parties pursuant to this provision):

                  If to any Seller, to:

                          Enron Corp.
                          1221 Lamar Street, Suite 1600
                          Houston, TX 77010
                          Attention:   General Counsel
                          Facsimile:   (713) 646-6227

                  With a copy to:

                          Weil, Gotshal & Manges LLP
                          200 Crescent Ct., Suite 300
                          Dallas, TX 75201
                          Attention:   Michael A.  Saslaw
                          Facsimile:   (214) 746-7777

                  If to Purchaser, to:

                          Southern Union Company
                          One PEI Center, Second Floor
                          Wilkes-Barre, PA  18711
                          Attention:  Thomas F.  Karam, President and COO
                          Facsimile:  (570) 829-8900

                  And to:

                          General Electric Capital Corporation
                          260 Long Ridge Road
                          Stamford, CT  06927
                          Attention:  Manager of Operations
                          Facsimile:  (203) 961-2215

                  With a copy to:

                          Fleischman & Walsh, LLP
                          1919 Pennsylvania Avenue, N.W., Suite 600
                          Washington, DC 20006
                          Attention:   Sean P.  McGuinness
                          Facsimile:   (202) 265-5706

                  And a copy to:

                          Paul, Hastings, Janofsky & Walker LLP
                          1055 Washington Boulevard
                          Stamford, CT  06901
                          Attention:     Jonathan Birenbaum
                          Facsimile:     (203) 359-3031

                  12.14  Severability.  If any  provision  of this  Agreement is
invalid or unenforceable, the balance of this Agreement shall remain in effect.

                  12.15  Binding  Effect  Assignment.  This  Agreement  shall be
binding  upon and inure to the  benefit  of the  parties  and  their  respective
successors  and  permitted  assigns.  Except as set forth in Sections  6.1, 6.8,
Article IX and Article X, nothing in this Agreement shall create or be deemed to
create  any third  party  beneficiary  rights in any  Person not a party to this
Agreement.  No  assignment  of this  Agreement  or of any rights or  obligations
hereunder  may be made by any of Sellers or  Purchaser  (by  operation of Law or
otherwise) without the prior written consent of the other parties hereto and any
attempted assignment without the required consents shall be void.

                  12.16    [Intentionally Omitted]

                  12.17  Counterparts.  This  Agreement  may be  executed in any
number of  counterparts,  each of which will be deemed an  original,  but all of
which together will constitute one and the same instrument.

                  12.18  Specific  Performance.  Subject  to the  provisions  of
Section  2.2(a) and the  delivery  of the  Additional  Letters of Credit for the
Additional Deposit Amount, Sellers hereby agree that, in the event of any breach
by any Seller of any material  covenant,  obligation  or other term or provision
set forth in this  Agreement  for the benefit of Purchaser,  Purchaser  shall be
entitled to a decree or order of specific performance or mandamus to enforce the
observance  and  performance  of such  covenant,  obligation  or  other  term or
provision;  provided,  however,  that Purchaser's right under this Section 12.18
shall terminate upon Closing.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective  officers  thereunto duly  authorized,  as of the date first
written above.

                                CCE HOLDINGS, LLC



                                By:  /s/ THOMAS F. KARAM
                                   ---------------------------------------------
                                         Name:  Thomas F. Karam
                                         Title: President


                                ENRON OPERATIONS SERVICES, LLC

                                By:      Enron Transportation Services, LLC, its
                                         Sole Member
                                By:      EOC Preferred, L.L.C., its Sole Member
                                By:      Enron Corp., its Sole Member



                                By:  /s/ GEORGE M. MCCORMICK
                                   ---------------------------------------------
                                         Name:   George M.  McCormick
                                         Title:  Managing Director, Corporate
                                                  Development


                               ENRON TRANSPORTATION SERVICES, LLC

                                By:      EOC Preferred, L.L.C., its Sole Member
                                By:      Enron Corp., its Sole Member



                                By:  /s/ GEORGE M. MCCORMICK
                                   ---------------------------------------------
                                         Name:   George M.  McCormick
                                         Title:  Managing Director, Corporate
                                                 Development



<PAGE>


                              EOC PREFERRED, L.L.C.

                                By: Enron Corp., its Sole Member



                                 By:  /s/ GEORGE M. MCCORMICK
                                    --------------------------------------------
                                          Name:   George M.  McCormick
                                          Title:  Managing Director, Corporate
                                                  Development



                                 ENRON CORP.



                                 By:  /s/ GEORGE M. MCCORMICK
                                    --------------------------------------------
                                          Name:   George M.  McCormick
                                          Title:  Managing Director, Corporate
                                                  Development