Common use of CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE Clause in Contracts

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligation of Buyer ------------------------------------------- to purchase the Interests under this Agreement is subject to the satisfaction, at or before the Closing Date, of all the conditions set out below in this Section 8. Buyer may waive any or all of these conditions in whole or in part without prior notice. a. Except as otherwise permitted by this Agreement, all representations and warranties by Seller in this Agreement shall be true on and as of the Closing Date as though made at that time. b. Seller shall have performed, satisfied, and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by Seller on or before the Closing Date. c. Buyer shall have received certificates dated the Closing Date, signed and verified by Seller, certifying, in such detail as Buyer and its counsel may reasonably request, that the conditions specified in paragraphs (a) and (b) of this Section have been fulfilled. d. The Seller shall provide to Buyer each of the documents described in Section 4(a). e. No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened by any third party on or before the Closing Date. f. The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by a manager of Seller. g. All necessary agreements and consents of any parties to the consummation of the transactions contemplated by this Agreement, or otherwise pertaining to the matters covered by it, shall have been obtained by Seller and delivered to Buyer. h. The form and substance of all certificates, instruments, opinions, and other documents delivered to Buyer under this Agreement shall be satisfactory in all reasonable respects to Buyer and its counsel. i. The Interests shall be free and clear of all security interests, mortgages, liens, claims, charges and encumbrances of any kind, except for the liens, claims, charges, encumbrances of other members under the Operating Agreements j. All necessary action shall have been taken by West Shore and Basin and their members and managers for Buyer to be a substituted member of West Shore and Basin with respect to the Interests. No material portion of the assets or properties of West Shore and/or Basin shall (a) have been damaged prior to Closing by a casualty loss, or (b) have been taken in condemnation or if proceedings for such purposes shall be pending. k. Seller, MPC and Manistee Gas, L.L.C. shall have agreed in writing to all amounts due specified on Exhibit 2A, and that payment of those adjusted amounts to Buyer under Paragraph 2a. are in full satisfaction and discharge of the amounts stated on Exhibit 2A. l. At the Closing, Seller shall have furnished Buyer with a letter in the format of Exhibit 8A from Millennium Energy Fund L.L.C. ("Millennium"), a subsidiary of ▇▇▇▇▇▇▇▇ Energy Services Company ("WESCO") addressed to Buyer confirming that it has the right to require and will require MPC to retain up to $3,000,000 in escrow to fund construction of the Claybanks gathering lines and central production facilities, necessary to connect Claybanks Unit ▇▇▇▇▇ to the Claybanks Extension and necessary to produce those ▇▇▇▇▇ into the Claybanks Extension, including, without limitation, all surface and production facilities, and that it undertakes to release these funds for the sole purpose of construction of such facilities. m. Seller shall provide Buyer with a recordable, executed release from Michigan Gas Fund I and from all other parties holding any liens, mortgages or encumbrances pertaining to the Interests. n. At the Closing, Millenium shall deliver to MPC a ratification of the Processing Agreement (as defined below) in a form acceptable to Buyer. o. At Closing, MPC shall have executed an Amendment to the Gas Gathering, Treating and Processing Agreement between MPC and West Shore dated May 2, 1996 (the "Processing Agreement"), in the form of Exhibit 9A. ▇. ▇▇▇▇ Shore Processing Company, MPC and Oceana Exploration Company, L.C. shall have executed amendments to their respective Gas Gathering, Treating and Processing Agreement dated May 2, 1996, in which West Shore would reduce the gas processing proceeds due all producers for Plant Products (as defined in the Processing Agreement) produced from gas delivered into the Claybanks Extension by $23,382.44/month for a term of six (6) years from the date of initial delivery of gas into the Claybanks Extension. Each producer's share of the reduction shall be determined on a monthly basis by multiplying $23,382.44 by a fraction, the numerator of which shall be the volume of NGLs produced from gas delivered into the Claybanks Extension by the producer, and the denominator of which shall be the total volume of NGLs produced from gas delivered into the Claybanks Extension by all producers.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligation of ----------------------------------------------- Buyer ------------------------------------------- to purchase the Interests Assets under this Agreement is subject to the satisfaction, at or before the Closing DateClosing, of all the conditions set out below below, in this Section 8Buyer's sole discretion. Buyer may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Buyer of any other condition or of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties, or covenants under this Agreement. a. Except as otherwise permitted by this Agreement, all 6.1 All representations and warranties by Seller in this Agreement or in any Exhibit or any written statement that shall be delivered to Buyer by Seller in connection with this Agreement shall be true in all material respects on and as of the Closing Date as though made at that time. b. 6.2 Seller shall have substantially performed, satisfied, and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by Seller on or before the Closing Date. c. Buyer shall have received certificates dated 6.3 During the period from the date of this Agreement to the Closing Date, signed there shall not have been any material adverse change in the Business, and verified by Sellerthere shall not have been any material loss or damage to the Assets, certifying, in such detail as Buyer and its counsel may reasonably requestwhether or not insured, that materially affects the conditions specified in paragraphs (a) and (b) conduct of this Section have been fulfilledthe Business. d. The Seller shall provide to Buyer each of the documents described in Section 4(a). e. 6.4 No action, suit, or proceeding before any court or any governmental body or authorityauthority which, pertaining in the opinion of Buyer's counsel pertains to the transaction contemplated by this the Agreement or to its consummation, shall have been instituted or threatened by any third party on or before the Closing Date. f. The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by a manager of Seller. g. 6.5 All necessary agreements and consents of any parties to the consummation of the transactions contemplated by this Agreement, or otherwise pertaining to the matters covered by it, shall have been obtained by Seller and delivered to Buyer, subject to the approval of Buyer. h. 6.6 The form and substance of all Exhibits to be provided hereunder, certificates, instruments, opinions, and other documents delivered to Buyer under this Agreement shall be reasonably satisfactory in all reasonable respects to Buyer and its counsel. i. The Interests 6.7 Buyer shall have received a b▇▇▇ of sale, assignment, and other documents of transfer satisfactory to Buyer and its counsel transferring title and ownership of the Assets to Buyer. 6.8 Buyer shall be free satisfied, in its sole discretion, with its due diligence examination of the Business and clear the Assets and that the representations and warranties of all security interests, mortgages, liens, claims, charges Seller are materially accurate. 6.9 The Assets and encumbrances of any kind, except for the liens, claims, charges, encumbrances of other members under the Operating Agreements j. All necessary action Business shall not have been taken adversely affected in any material way, whether by West Shore and Basin and their members and managers fire, casualty, act of God, governmental action, or otherwise, nor shall there have been any other changes that would have a material adverse effect on the value or transferability of the Assets or Business, it being the understanding of the parties that all risk of loss for Buyer to be a substituted member of West Shore and Basin with respect damage, destruction, or loss to the Interests. No material portion Assets and Business shall be and remain with Seller until the Closing Date and the completion of the assets or properties transfer of West Shore and/or Basin shall (a) have been damaged prior the Assets to Closing by a casualty loss, or (b) have been taken in condemnation or if proceedings for such purposes Buyer. 6.10 Buyer shall be pendingsatisfied, in its sole discretion, with the results of the independent audit of the Assets and Business conducted by Buyer's auditors. k. Seller, MPC and Manistee Gas, L.L.C. 6.11 Buyer shall have agreed in writing to all amounts due specified on Exhibit 2A, and that payment of those adjusted amounts to Buyer under Paragraph 2a. are in full satisfaction and discharge of the amounts stated on Exhibit 2A. l. At the Closing, Seller shall have furnished Buyer -enter into an employment agreement with a letter in the format of Exhibit 8A from Millennium Energy Fund L.L.C. ("Millennium"), a subsidiary of D▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy Services Company as Director of the Caribbean Division of Invicta Travel Group operating under the name of Caribbean Travel Specialists, and pay her an initial annual salary of $38,400/year for the initial period of two ("WESCO"2) addressed years. After three months, the parties agree to negotiate salary. Benefits will include full medical, dental, and vision for M▇. ▇▇▇▇▇▇▇▇, and her minor son, four (4) weeks annual vacation, paid holidays, sick leave for the management and operation of the Business as further developed by Buyer. At present, Buyer confirming that it has the right to require and will require MPC agrees to retain up to $3,000,000 in escrow to fund construction of the Claybanks gathering lines and central production facilities, necessary to connect Claybanks Unit L▇▇▇ ▇▇▇▇▇▇ to at the Claybanks Extension current salary of $2,000/month and necessary to produce those $500/month expense reimbursement for use of her home as an office and Protour Administration, and S▇▇▇▇ ▇▇▇▇▇ into the Claybanks Extensionat $12/hour based upon a 40 hour workweek, including, without limitation, all surface and production facilities, and that it undertakes to release these funds no employment contracts will be issued for the sole purpose of construction of such facilities. m. Seller shall provide Buyer with a recordable, executed release from Michigan Gas Fund I and from all other parties holding any liens, mortgages or encumbrances pertaining to the Interests. n. At the Closing, Millenium shall deliver to MPC a ratification of the Processing Agreement (as defined below) in a form acceptable to Buyer. o. At Closing, MPC shall have executed an Amendment to the Gas Gathering, Treating and Processing Agreement between MPC and West Shore dated May 2, 1996 (the "Processing Agreement"), in the form of Exhibit 9A. M▇. ▇▇▇▇▇▇ Shore Processing Company, MPC and Oceana Exploration Company, L.C. or M▇. ▇▇▇▇▇. 6.12 Buyer shall have executed amendments to their respective Gas Gathering, Treating and Processing Agreement received from counsel for Seller an opinion dated May 2, 1996the Closing Date, in form and substance satisfactory to Buyer and its counsel, that: (a) Seller has all necessary authority to own the Assets as now owned and to operate the Business as now operated; (b) To the best of counsel's knowledge, Seller's Sole Stockholders and spouses with community property interest are the owners of the Assets, free and clear of any and all claims, liens, and encumbrances (except as set forth on Exhibit 1.3 hereto), and Seller have full power to transfer ------------ the Assets to Buyer without obtaining the consent or approval of any other person, entity, or governmental authority; (c) Sellerdoes not own, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, business, trust, or other entity relevant to this transaction, except Seller's sole stockholders own an interest in R▇▇▇▇▇ Village, Negril, and Luxor Corporation; (d) this Agreement, upon execution by Seller, will be validly executed and valid and binding on Seller and enforceable in accordance with its terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; (e) counsel does not know of any suit, action, arbitration, or legal, administrative, or other proceeding, or governmental investigation pending or threatened against or affecting Seller or any of the Assets, the Business, or its properties or financial or other condition; (f) neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated in this Agreement will constitute, to the best of counsel's knowledge based upon reasonable investigation: (i) a default or an event that would, with notice or lapse of time or both, constitute a default under, or violation or breach of, any indenture, license, lease, franchise, mortgage, instrument, or other agreement to which West Shore Seller is a party or by which Seller or the Assets may be bound, or (ii) an event that would reduce permit any party to any agreement or instrument that has been submitted to counsel for review to terminate it or to accelerate the gas processing proceeds due all producers for Plant Products maturity of any indebtedness or other obligation of Seller, or (as defined iii) an event that would result in the Processing Agreementcreation or imposition of any lien, charge, or encumbrance on any Asset; (h) produced from gas delivered into there is no "bulk sales" requirement to be complied with under applicable law or fraudulent transfer issue pursuant to applicable law with respect to the Claybanks Extension by $23,382.44/month for a term of six (6) years from the date of initial delivery of gas into the Claybanks Extension. Each producer's share transfer and sale of the reduction shall be determined on a monthly basis by multiplying $23,382.44 by a fraction, the numerator Assets of which shall be the volume of NGLs produced from gas delivered into the Claybanks Extension by the producer, and the denominator of which shall be the total volume of NGLs produced from gas delivered into the Claybanks Extension by all producersBuyer.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligation obligations of Buyer ------------------------------------------- to purchase the Interests Shares under this Agreement is are subject to the satisfaction, at or before the Closing DateClosing, of all the conditions set out forth below in this Section 8Paragraph 9. Buyer may specifically waive in writing any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition will constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Shareholders or Corporation are in default of any of their representations, warranties, or covenants under this Agreement. a. (a) Except as otherwise permitted by this Agreement, all representations and warranties by Seller each of the Shareholders in this Agreement shall Agreement, or in any written statement that will be delivered to Buyer by any of them under this Agreement, must be true in all material respects on and as of the Closing Date as though made at that time. b. Seller shall (b) Shareholders must have performed, satisfied, satisfied and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by Seller on them, or before any of them, by the Closing Date. c. (c) During the period from December 31, 1997 to the Closing Date, there shall not have been any material adverse change in the financial condition or the results of operations of Corporation, and Corporation will not have sustained any insured or uninsured loss or damage to its assets that materially adversely affects its ability to conduct a material part of its business, except as is set forth in Schedules 3.5 through Schedules 3.13 attached hereto. 221 (d) Buyer shall will have received certificates a certificate, dated the Closing Date, signed and verified by SellerShareholders and by Corporation's president and its chief financial officer, certifying, in such detail as Buyer and its counsel may reasonably request, that to the best of their knowledge the conditions specified in paragraphs (a) Paragraphs 3, 5 and (b) 9 of this Section Agreement have been fulfilled. d. The Seller shall provide (e) Buyer will have received from St▇▇▇▇ & We▇▇▇▇▇▇, PC, counsel for Shareholders, an opinion dated the Closing Date in form and substance satisfactory to Buyer and its counsel, that: (i) Corporation is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of New Jersey, and has all necessary corporate power to own its properties as now owned and operate its business as now operated. (ii) The authorized capital stock of Corporation consists of 2,500 shares of capital stock of no par value, of which 2,000 shares are issued and outstanding. All outstanding shares are validly issued, fully paid, and non-assessable. That there are no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Corporation to issue or transfer from treasury any additional shares of its stock of any class. (iii) This Agreement has been duly and validly authorized and, when executed and delivered by Shareholders, will be valid, binding, and enforceable against each of them in accordance with its terms, except as limited by bankruptcy and insolvency laws and other laws and equitable principles affecting the documents described in Section 4(a)rights of creditors generally. e. (iv) That Shareholders are the record owners of 2,000 shares of stock of the Corporation. On the transfer and delivery of the Shares to Buyer in accordance with this Agreement, Buyer will acquire the rights and the Shares free of any adverse claim, so long as Buyer is a purchaser for value in good faith and without notice of any adverse claim. (v) Neither execution or delivery of this Agreement nor the consummation of the transaction contemplated in this Agreement will constitute (a) a default or an event that would, with notice, lapse of time, or both-constitute a default under, or violation or breach of, Corporation's articles of incorporation or bylaws, or to the best of counsel's knowledge, any indenture, license, lease, franchise, mortgage, instrument, or other agreement to which any of the Shareholders or Corporation is a party or by which they or the properties of Corporation may be bound; or (b) an event that would permit any party to any agreement or instrument to terminate it or accelerate the maturity of any indebtedness or other obligation of Corporation; or (c) an event that would result in the creation or imposition of any lien, charge, or encumbrance on any asset of Corporation. (vi) Except as set forth in Schedules 3.6 and 3.12 to this Agreement, to the best of counsel's knowledge, there is no suit, action, arbitration, or legal, administrative or other proceeding or governmental investigation pending or threatened against or affecting Corporation, or any of its businesses or properties or financial or other condition. (f) No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall will have been instituted or threatened by any third party on or before the Closing Date. f. (g) Buyer will have received from Corporation's chief financial officer a letter, which shall be joined in and signed by Shareholders, dated at the Closing Date, stating that on the basis of a review of the latest available accounting records of Corporation, consultations with other responsible officers of Corporation and with Shareholders, and any other pertinent inquiries that he may deem necessary, he has no knowledge or reason to suspect that during the 222 period from December 31, 1997 to a specified date not more than five (5) business days before the Closing Date, there was any change in the financial conditions or results of operations of Corporation, except changes incurred in the ordinary and usual course of its businesses during that period that in the aggregate are not materially adverse, and any other changes or transactions contemplated by this Agreement. For purposes of that letter, "materially adverse" will be deemed to be an increase in liabilities equal to or greater than fifty thousand dollars ($50,000) without a corresponding increase in assets, or a reduction in monthly operating revenue during that period of fifty thousand dollars ($50,000) or more. (h) The execution and delivery of this Agreement by SellerCorporation, and the performance of its covenants and obligations under it, shall will have been duly authorized by all necessary corporate action, and Buyer shall will have received copies of all resolutions pertaining to that authorization, certified by a manager the secretary of Sellerthe Corporation. g. (i) All necessary agreements and consents of any parties to the consummation of the transactions contemplated by this Agreement, or otherwise pertaining to the matters covered by it, shall will have been obtained by Seller Shareholders or Corporation and delivered to Buyer. h. (j) The employment agreements with each of the Shareholders, in the forms set forth in Exhibit B, dated the Closing Date, will have been executed and delivered by Shareholders to Buyer. (k) The form and substance of all certificates, instruments, opinions, and other documents delivered to Buyer by Shareholders under this Agreement shall will be satisfactory in all reasonable respects to Buyer and its counsel. i. The Interests shall be free and clear (l) Shareholders will have delivered to Buyer, except as is otherwise provided in the Shareholders Employment Agreements attached hereto as Exhibit B, the written resignations of all security interestsof the officers and directors of Corporation, mortgages, liens, claims, charges as requested by Buyer and encumbrances of will cause any kind, except for the liens, claims, charges, encumbrances of other members under the Operating Agreements j. All necessary action shall have been taken by West Shore and Basin and their members and managers for Buyer to be a substituted member of West Shore and Basin taken with respect to the Interests. No material portion of the assets or properties of West Shore and/or Basin shall (a) have been damaged prior to Closing by a casualty loss, or (b) have been taken in condemnation or if proceedings for such purposes shall be pendingthese resignations that Buyer may reasonably request. k. Seller, MPC and Manistee Gas, L.L.C. shall (m) Buyer will have agreed in writing to all amounts due specified on Exhibit 2A, and that payment of those adjusted amounts to Buyer under Paragraph 2a. are in full satisfaction and discharge of the amounts stated on Exhibit 2A. l. At the Closing, Seller shall have furnished Buyer with a received from Shareholders an investment letter in the format of Exhibit 8A from Millennium Energy Fund L.L.C. ("Millennium"), a subsidiary of ▇▇▇▇▇▇▇▇ Energy Services Company ("WESCO") addressed to Buyer confirming that it has the right to require and will require MPC to retain up to $3,000,000 in escrow to fund construction of the Claybanks gathering lines and central production facilities, necessary to connect Claybanks Unit ▇▇▇▇▇ to the Claybanks Extension and necessary to produce those ▇▇▇▇▇ into the Claybanks Extension, including, without limitation, all surface and production facilities, and that it undertakes to release these funds for the sole purpose of construction of such facilities. m. Seller shall provide Buyer with a recordable, executed release from Michigan Gas Fund I and from all other parties holding any liens, mortgages or encumbrances pertaining to the Interests. n. At the Closing, Millenium shall deliver to MPC a ratification of the Processing Agreement (as defined below) in a form acceptable to Buyer. o. At Closing, MPC shall have executed an Amendment to the Gas Gathering, Treating and Processing Agreement between MPC and West Shore dated May 2, 1996 (the "Processing Agreement"), agreement substantially in the form of set forth in Exhibit 9A. ▇. ▇▇▇▇ Shore Processing Company, MPC and Oceana Exploration Company, L.C. shall have executed amendments to their respective Gas Gathering, Treating and Processing Agreement dated May 2, 1996, in which West Shore would reduce the gas processing proceeds due all producers for Plant Products (as defined in the Processing Agreement) produced from gas delivered into the Claybanks Extension by $23,382.44/month for a term of six (6) years from the date of initial delivery of gas into the Claybanks Extension. Each producer's share of the reduction shall be determined on a monthly basis by multiplying $23,382.44 by a fraction, the numerator of which shall be the volume of NGLs produced from gas delivered into the Claybanks Extension by the producer, and the denominator of which shall be the total volume of NGLs produced from gas delivered into the Claybanks Extension by all producers.C.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. 4.1 The obligation obligations of Buyer ------------------------------------------- to purchase the Interests under this Agreement is New NetPage Shares are subject to the satisfaction, at concurrent with or before prior to the Closing Dateexecution of this agreement, of all the conditions set out below forth in this Section 8Article 4. Buyer may may, at its option, waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if the Shareholders or the Corporation shall be in default of any of their representations, warranties, or covenants under this agreement. a. Except as otherwise permitted by this Agreement, all representations and warranties by Seller in this Agreement shall be true on and as of the Closing Date as though made at that time. b. Seller shall have performed, satisfied, and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by Seller on or before the Closing Date. c. Buyer shall have received certificates dated the Closing Date, signed and verified by Seller, certifying, in such detail as Buyer and its counsel may reasonably request, that the conditions specified in paragraphs (a) and (b) of this Section have been fulfilled. d. The Seller shall provide to Buyer each of the documents described in Section 4(a). e. No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened by any third party on or before the Closing Date. f. 4.2 The execution and delivery of this Agreement agreement by Sellerthe NetPage Parties, and the performance of its their covenants and obligations under it, shall have been duly authorized by all necessary corporate action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified respectively by a manager the secretary of Sellerthe Corporation. g. 4.3 All necessary agreements and consents of any parties to the consummation of the transactions contemplated by this Agreementagreement, or otherwise pertaining to the matters covered by it, shall have been obtained by Seller the NetPage Parties and delivered to Buyer. h. 4.4 The form and substance of all certificates, instruments, opinions, instruments and other documents delivered to Buyer under this Agreement agreement shall be satisfactory in all reasonable respects to Buyer and its counsel. i. The Interests shall be free and clear of all security interests, mortgages, liens, claims, charges and encumbrances of any kind, except for the liens, claims, charges, encumbrances of other members under the Operating Agreements j. All necessary action 4.5 Buyer shall have been taken by West Shore and Basin and their members and managers for Buyer to be a substituted member received from the firm of West Shore and Basin with respect to the Interests. No material portion of the assets or properties of West Shore and/or Basin shall (a) have been damaged prior to Closing by a casualty lossBurk▇, or (b) have been taken in condemnation or if proceedings for such purposes shall be pending. k. Seller, MPC and Manistee Gas, L.L.C. shall have agreed in writing to all amounts due specified on Exhibit 2A, and that payment of those adjusted amounts to Buyer under Paragraph 2a. are in full satisfaction and discharge of the amounts stated on Exhibit 2A. l. At the Closing, Seller shall have furnished Buyer with a letter in the format of Exhibit 8A from Millennium Energy Fund L.L.C. ("Millennium"), a subsidiary of ▇▇▇▇▇▇▇▇ Energy Services Company ("WESCO") addressed to Buyer confirming that it has the right to require and will require MPC to retain up to $3,000,000 in escrow to fund construction of the Claybanks gathering lines and central production facilities, necessary to connect Claybanks Unit & ▇acK▇▇, ▇▇▇ .C., counsel to the Claybanks Extension NetPage Parties, an opinion, in form and necessary to produce those ▇▇▇▇▇ into the Claybanks Extension, including, without limitation, all surface and production facilities, and that it undertakes to release these funds for the sole purpose of construction of such facilities. m. Seller shall provide Buyer with a recordable, executed release from Michigan Gas Fund I and from all other parties holding any liens, mortgages or encumbrances pertaining to the Interests. n. At the Closing, Millenium shall deliver to MPC a ratification of the Processing Agreement (as defined below) in a form acceptable to Buyer. o. At Closing, MPC shall have executed an Amendment to the Gas Gathering, Treating and Processing Agreement between MPC and West Shore dated May 2, 1996 (the "Processing Agreement"), substance substantially in the form of Exhibit 9A. ▇. ▇▇▇▇ Shore Processing CompanyB, MPC and Oceana Exploration Company, L.C. shall have executed amendments to their respective Gas Gathering, Treating and Processing Agreement dated May 2, 1996, in which West Shore would reduce the gas processing proceeds due all producers for Plant Products (as defined in the Processing Agreement) produced from gas delivered into the Claybanks Extension by $23,382.44/month for a term of six (6) years from the date of initial delivery of gas into the Claybanks Extension. Each producer's share of the reduction shall be determined on a monthly basis by multiplying $23,382.44 by a fraction, the numerator of which shall be the volume of NGLs produced from gas delivered into the Claybanks Extension by the producerhereof, and the denominator of which shall be the total volume of NGLs produced from gas delivered into the Claybanks Extension by all producerssatisfactory to Buyer and its counsel.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligation obligations of Buyer ------------------------------------------- to purchase the Interests Shares under this Agreement is are subject to the satisfaction, at or before the Closing DateClosing, of all the conditions set out forth below in this Section Paragraph 8. Buyer may specifically waive in writing any or all of these conditions conditions, in whole or in part part, without prior notice; provided, however, that no such waiver of a condition will constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Shareholders or Corporation are in default of any of their representations, warranties, or covenants under this Agreement. a. (a) Except as otherwise permitted by this Agreement, all representations and warranties by Seller the Corporation and each of the Shareholders in this Agreement shall Agreement, or in any written document that will be delivered to Buyer by any of them under this Agreement, must be true when made and in all material respects on and as of the Closing Date as though made at that time. b. Seller shall (b) Shareholders must have performed, satisfied, satisfied and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by Seller on them, or before any of them, by the Closing Date. c. Buyer (c) During the period from December 31, 2001, to the Closing Date, there shall not have been any material adverse change in the financial condition or the results of operations of Corporation, and Corporation will not have sustained any insured or uninsured loss or damage to its assets that materially affects its ability to conduct a material part of its business. During the period from the date of this Agreement to the Closing Date, there shall have been no material change to the disclosure schedules with respect to the representations and warranties set forth in Paragraph 3 of this Agreement. (d) Buyer will have received certificates a certificate, dated the Closing Date, signed and verified by SellerShareholders and by Corporation's president and its chief financial officer, certifying, in such detail as Buyer and its counsel may reasonably request, that to the best of their knowledge the conditions specified in paragraphs (a) Paragraphs 3, 5 and (b) 8 of this Section Agreement have been fulfilled. d. The Seller shall provide to Buyer each of the documents described in Section 4(a). e. (e) No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall will have been instituted or threatened by any third party on or before the Closing Date. f. (f) Buyer will have received from Corporation's chief financial officer a letter, which shall be joined in and signed by Shareholders, dated at the Closing Date, stating that on the basis of a review of the latest available accounting records of Corporation, consultations with other responsible officers of Corporation and with Shareholders, and any other pertinent inquiries that he may deem necessary, he has no knowledge or reason to suspect that during the period from December 31, 2001, to a specified date not more than five (5) business days before the Closing Date, there was any change in the financial conditions or results of operations of Corporation, except changes incurred in the ordinary and usual course of its businesses during that period that in the aggregate are not materially adverse, and any other changes or transactions contemplated by this Agreement. For purposes of that letter, "materially adverse" will be deemed to be an increase in liabilities equal to or greater than twenty five thousand dollars ($25,000) without a corresponding increase in assets, or a reduction in monthly operating revenue during that period of twenty five thousand dollars ($25,000) or more. (g) The execution and delivery of this Agreement by SellerCorporation, and the performance of its covenants and obligations under it, shall will have been duly authorized by all necessary corporate action, and Buyer shall will have received copies of all resolutions pertaining to that authorization, certified by a manager the secretary of Sellerthe Corporation. g. (h) Buyer will have been furnished by Shareholders and the Corporation all required permits, consents and approval from all federal and state governmental agencies and boards, and any applicable waiting periods shall have expired. (i) All necessary agreements and consents of any parties to the consummation of the transactions contemplated by this Agreement, or otherwise pertaining to the matters covered by it, shall will have been obtained by Seller Shareholders or Corporation and delivered to Buyer. h. (j) Consulting Agreements with ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇, in the forms set forth in Exhibit A, dated the Closing Date (the "Consulting Agreements"), will have been executed and delivered to Buyer. (k) The form and substance of all certificates, instruments, opinions, and other documents delivered to Buyer by Shareholders under this Agreement shall will be satisfactory in all reasonable respects to Buyer and its counsel. i. The Interests shall be free and clear (l) Shareholders will have delivered to Buyer, except as is otherwise provided in the Consulting Agreements, the written resignations of all security interestsof the officers and directors of Corporation, mortgages, liens, claims, charges as requested by Buyer and encumbrances of will cause any kind, except for the liens, claims, charges, encumbrances of other members under the Operating Agreements j. All necessary action shall have been taken by West Shore and Basin and their members and managers for Buyer to be a substituted member of West Shore and Basin taken with respect to these resignations that Buyer may reasonably request. (m) Buyer will have received from Shareholders an investment letter agreement substantially in the Interests. No material portion form set forth in Exhibit B-1. (n) Buyer will have received from Holland & Knight LLP, counsel for the Corporation, an opinion dated the Closing Date in form and substance satisfactory to Buyer and its counsel, substantially to the effect that: (i) Corporation is a corporation duly incorporated, validly existing, and in good standing under the laws of the assets State of Georgia. (ii) The authorized capital stock of Corporation consists of 10,000,000 shares of capital stock of no par value, of which 1,455,000 shares are issued and outstanding. All outstanding shares are validly issued, fully paid, and non-assessable. (iii) This Agreement has been duly and validly authorized by the Corporation and, when executed and delivered, will be valid, binding, and enforceable against it in accordance with its terms, except as limited by bankruptcy and insolvency laws and other laws and equitable principles affecting the rights of creditors generally. (iv) That Shareholders are the record owners of 1,455,000 shares of stock of the Corporation. To the best of counsel's knowledge, on the transfer and delivery of the Shares to Buyer in accordance with this Agreement, Buyer will acquire the Shares free of any adverse claim, so long as Buyer is a purchaser for value in good faith and without notice of any adverse claim. (v) Neither execution or properties delivery of West Shore and/or Basin shall (a) have been damaged prior to Closing by this Agreement nor the consummation of the transaction contemplated in this Agreement will constitute a casualty lossdefault or an event that would, with notice, lapse of time, or both, constitute a default under, or violation or breach of, Corporation's articles of incorporation or bylaws. (bvi) have been taken To the best of counsel's knowledge, except as set forth in condemnation Schedules 3.7 and 3.12 to this Agreement, there is no suit, action, arbitration, or if proceedings for such purposes legal, administrative or other proceeding or governmental investigation pending or threatened against or affecting Corporation, or any of its businesses or properties. (o) Buyer shall be pending. k. Seller, MPC and Manistee Gas, L.L.C. shall have agreed in writing to all amounts due specified on Exhibit 2A, and that payment reasonably satisfied with the results of those adjusted amounts to Buyer under Paragraph 2a. are in full satisfaction and discharge a third-party audit of the amounts stated on Exhibit 2A. l. At the Closing, Seller shall have furnished Buyer with a letter in the format of Exhibit 8A from Millennium Energy Fund L.L.C. ("Millennium"), a subsidiary of ▇▇▇▇▇▇▇▇ Energy Services Company ▇▇▇.▇▇▇" technology performed at Buyer's sole expense. ("WESCO"p) addressed to Buyer confirming that it has The Technology and Intellectual Property Sale and Assignment Agreement, substantially in the right to require form attached hereto as Exhibit C, shall have been executed between Sand Hill LLC and will require MPC to retain up to $3,000,000 in escrow to fund construction of the Claybanks gathering lines Corporation, and central production facilities, any releases from third parties necessary to connect Claybanks Unit transfer the assets described therein free from any security interest shall have been obtained. (q) Buyer shall be reasonably satisfied with the responses to any material issues regarding the Corporation and the "▇▇▇▇▇▇▇▇▇▇.▇▇▇" assets that Buyer raises within two weeks after receipt of all requested due diligence materials from the Corporation as a whole and from Sand Hill LLC regarding foreclosure on the "▇▇▇▇▇▇▇▇▇▇.▇▇▇" assets. (r) The Standstill and Stock Restriction Agreement, substantially in the form attached hereto as Exhibit D, shall have been executed by Shareholders and delivered to Buyer. (s) The Registration Rights Agreement, substantially in the form attached hereto as Exhibit E, shall have been executed by Shareholders and delivered to Buyer. (t) Corporation shall have obtained a general release of claims from Mr. ▇▇▇▇▇ to the Claybanks Extension and necessary to produce those ▇▇▇▇▇▇ into the Claybanks Extension, including, without limitation, all surface in form and production facilities, and that it undertakes substance reasonably satisfactory to release these funds counsel for the sole purpose of construction of such facilities. m. Seller shall provide Buyer with a recordable, executed release from Michigan Gas Fund I and from all other parties holding any liens, mortgages or encumbrances pertaining to the Interests. n. At the Closing, Millenium shall deliver to MPC a ratification of the Processing Agreement (as defined below) in a form acceptable to Buyer. o. At Closing, MPC shall have executed an Amendment to the Gas Gathering, Treating and Processing Agreement between MPC and West Shore dated May 2, 1996 (the "Processing Agreement"), in the form of Exhibit 9A. ▇. ▇▇▇▇ Shore Processing Company, MPC and Oceana Exploration Company, L.C. shall have executed amendments to their respective Gas Gathering, Treating and Processing Agreement dated May 2, 1996, in which West Shore would reduce the gas processing proceeds due all producers for Plant Products (as defined in the Processing Agreement) produced from gas delivered into the Claybanks Extension by $23,382.44/month for a term of six (6) years from the date of initial delivery of gas into the Claybanks Extension. Each producer's share of the reduction shall be determined on a monthly basis by multiplying $23,382.44 by a fraction, the numerator of which shall be the volume of NGLs produced from gas delivered into the Claybanks Extension by the producer, and the denominator of which shall be the total volume of NGLs produced from gas delivered into the Claybanks Extension by all producers.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligation of Buyer ------------------------------------------- is obligated to purchase consummate the Interests under transactions described in this Agreement is subject on the Closing Date and to perform its other covenants and agreements according to the satisfactionterms and conditions of this Agreement if, at on or before the Closing Date, each of all the conditions set out below forth in this Section 8. Buyer may waive any or all 10.2 is satisfied: (a) Representations and Warranties of these conditions in whole or in part without prior noticeSeller. a. Except as otherwise permitted by this Agreement, all (i) Seller’s representations and warranties by Seller in this Agreement shall be that are qualified as to materiality or Material Adverse Change are true and correct in all respects (without giving effect to any qualification as to “materiality” or “Material Adverse Change” set forth therein) when made and on and as of the Closing Date as though made at as of such date, except to the extent that timethe failure of such representations to be true and correct would not, in the aggregate, reasonably be expected to result in a Material Adverse Change; provided that, any representations and warranties that are made as of a specified date shall continue on the Closing Date to be true and complete in all respects as of the specified date, except to the extent that the failure of such representations and warranties to be true and correct as of such dates together with the failure of any other representations to be true when made or as of the Closing Date has not had and would not, in the aggregate, reasonably be expected to have a Material Adverse Change. b. Seller shall have performed(ii) Seller’s representations and warranties in Sections 5.1, satisfied5.2, 5.3 and complied with 5.4 are true and correct in all covenants, agreements, respects when made and conditions required by this Agreement to be performed or complied with by Seller on or before the Closing Date as though made on the Closing Date; provided that, any representations and warranties that are made as of a specified date shall continue on the Closing Date to be true and complete in all respects as of the specified date. c. Buyer shall have received certificates dated (iii) Seller’s representations and warranties in this Agreement that are not qualified as to materiality or Material Adverse Change, other than such representations and warranties that are set forth in Section 10.2(a)(ii), are true and correct in all respects when made and on the Closing Date, signed and verified by Seller, certifying, in such detail Date as Buyer and its counsel may reasonably request, though made as of the Closing Date except to the extent that the conditions specified in paragraphs (a) failure of such representations and (b) of this Section have been fulfilled. d. The Seller shall provide to Buyer each of the documents described in Section 4(a). e. No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened by any third party on or before the Closing Date. f. The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by a manager of Seller. g. All necessary agreements and consents of any parties to the consummation of the transactions contemplated by this Agreement, or otherwise pertaining to the matters covered by it, shall have been obtained by Seller and delivered to Buyer. h. The form and substance of all certificates, instruments, opinions, and other documents delivered to Buyer under this Agreement shall be satisfactory in all reasonable respects to Buyer and its counsel. i. The Interests shall be free and clear of all security interests, mortgages, liens, claims, charges and encumbrances of any kind, except for the liens, claims, charges, encumbrances of other members under the Operating Agreements j. All necessary action shall have been taken by West Shore and Basin and their members and managers for Buyer warranties to be a substituted member of West Shore true and Basin with respect to the Interests. No material portion of the assets or properties of West Shore and/or Basin shall (a) have been damaged prior to Closing by a casualty loss, or (b) have been taken in condemnation or if proceedings for such purposes shall be pending. k. Seller, MPC and Manistee Gas, L.L.C. shall have agreed in writing to all amounts due specified on Exhibit 2A, and that payment of those adjusted amounts to Buyer under Paragraph 2a. are in full satisfaction and discharge of the amounts stated on Exhibit 2A. l. At the Closing, Seller shall have furnished Buyer with a letter in the format of Exhibit 8A from Millennium Energy Fund L.L.C. ("Millennium"), a subsidiary of ▇▇▇▇▇▇▇▇ Energy Services Company ("WESCO") addressed to Buyer confirming that it has the right to require and will require MPC to retain up to $3,000,000 in escrow to fund construction of the Claybanks gathering lines and central production facilities, necessary to connect Claybanks Unit ▇▇▇▇▇ to the Claybanks Extension and necessary to produce those ▇▇▇▇▇ into the Claybanks Extension, including, without limitation, all surface and production facilities, and that it undertakes to release these funds for the sole purpose of construction correct as of such facilities. m. Seller shall provide Buyer with a recordable, executed release from Michigan Gas Fund I dates has not and from all other parties holding any liens, mortgages or encumbrances pertaining to the Interests. n. At the Closing, Millenium shall deliver to MPC a ratification of the Processing Agreement (as defined below) in a form acceptable to Buyer. o. At Closing, MPC shall have executed an Amendment to the Gas Gathering, Treating and Processing Agreement between MPC and West Shore dated May 2, 1996 (the "Processing Agreement")would not, in the form aggregate, reasonably be expected to, result in a Material Adverse Change; provided that, any representations and warranties that are made as of Exhibit 9A. ▇. ▇▇▇▇ Shore Processing Company, MPC a specified date shall continue on the Closing Date to be true and Oceana Exploration Company, L.C. shall have executed amendments to their respective Gas Gathering, Treating and Processing Agreement dated May 2, 1996, complete in which West Shore would reduce the gas processing proceeds due all producers for Plant Products (material respects as defined in the Processing Agreement) produced from gas delivered into the Claybanks Extension by $23,382.44/month for a term of six (6) years from the date of initial delivery of gas into the Claybanks Extension. Each producer's share of the reduction shall be determined on a monthly basis by multiplying $23,382.44 by a fraction, the numerator of which shall be the volume of NGLs produced from gas delivered into the Claybanks Extension by the producer, and the denominator of which shall be the total volume of NGLs produced from gas delivered into the Claybanks Extension by all producersspecified date.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligation obligations of Buyer ------------------------------------------- to purchase the Interests Shares under this Agreement is are subject to the satisfaction, at or before the Closing DateClosing, of all the conditions set out forth below in this Section 89. Buyer may specifically waive in writing any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition will constitute 239 a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Shareholders or Corporation are in default of any of their representations, warranties, or covenants under this Agreement. a. (a) Except as otherwise permitted by this Agreement, all representations and warranties by Seller each of the Shareholders in this Agreement shall Agreement, or in any written statement that will be delivered to Buyer by any of them under this Agreement, must be true in all material respects on and as of the Closing Date as though made at that time. b. Seller shall (b) Shareholders must have performed, satisfied, satisfied and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by Seller on them, or before any of them, by the Closing Date. c. (c) During the period from February 28, 1998 to the Closing Date, there shall not have been any material adverse change in the financial condition or the results of operations of Corporation, and Corporation will not have sustained any insured or uninsured loss or damage to its assets that materially affects its ability to conduct a material part of its business, except as is set forth in Schedule 3.12 attached hereto. (d) Buyer shall will have received certificates a certificate in the form of Exhibit G hereto, dated the Closing Date, signed and verified by SellerShareholders and by Corporation's president and its chief financial officer, certifying, in such detail as Buyer and its counsel may reasonably request, that to the best of their knowledge the conditions specified in paragraphs (a) Sections 3, 5 and (b) 9 of this Section Agreement have been fulfilled. d. The Seller shall provide (e) Buyer will have received from Shareholders' counsel an opinion dated the Closing Date in form and substance satisfactory to Buyer and its counsel and attached hereto as Exhibit H, that: (i) Corporation is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of California, and has all necessary corporate power to own its properties as now owned and operate its business as now operated. (ii) Corporation is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction where the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its business. (iii) The authorized capital stock of Corporation consists of five thousand (5,000) shares of capital stock of $100.00 par value, of which, one thousand two hundred sixty seven (1,267) shares are issued and outstanding. All outstanding shares are validly issued, fully paid, and non- assessable. That there are no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Corporation to issue or transfer from treasury any additional shares of its stock of any class. (iv) This Agreement has been duly and validly authorized and, when executed and delivered by Shareholders, will be valid, binding, and enforceable against each of them in accordance with its terms, except as limited by bankruptcy and insolvency laws and other laws and equitable principles affecting the documents described in Section 4(a)rights of creditors generally. e. No action(v) That Shareholders are the record owners of one thousand two hundred sixty seven (1,267) shares of stock of the Corporation, suitwhich comprise all of the Corporation's issued and outstanding shares at Closing. On the transfer and delivery of the Shares to Buyer in accordance with this Agreement, Buyer will acquire the rights and the Shares free of any adverse claim, so long as Buyer is a purchaser for value in good faith and without notice of any adverse claim. 240 (vi) Neither execution or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened by any third party on or before the Closing Date. f. The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by a manager of Seller. g. All necessary agreements and consents of any parties to nor the consummation of the transactions transaction contemplated by this Agreement, or otherwise pertaining to the matters covered by it, shall have been obtained by Seller and delivered to Buyer. h. The form and substance of all certificates, instruments, opinions, and other documents delivered to Buyer under in this Agreement shall be satisfactory in all reasonable respects to Buyer and its counsel. i. The Interests shall be free and clear of all security interests, mortgages, liens, claims, charges and encumbrances of any kind, except for the liens, claims, charges, encumbrances of other members under the Operating Agreements j. All necessary action shall have been taken by West Shore and Basin and their members and managers for Buyer to be a substituted member of West Shore and Basin with respect to the Interests. No material portion of the assets or properties of West Shore and/or Basin shall will constitute (a) have been damaged prior a default or an event that would, with notice, lapse of time, or both-constitute a default under, or violation or breach of, Corporation's articles of incorporation or bylaws, or to Closing the best of counsel's knowledge, any indenture, license, lease, franchise, mortgage, instrument, or other agreement to which any of the Shareholders or Corporation is a party or by a casualty loss, which they or the properties of Corporation may be bound; or (b) have been taken in condemnation an event that would permit any party to any agreement or if proceedings for such purposes shall be pending. k. Seller, MPC and Manistee Gas, L.L.C. shall have agreed in writing instrument to all amounts due specified on Exhibit 2A, and terminate it or accelerate the maturity of any indebtedness or other obligation of Corporation; or (c) an event that payment of those adjusted amounts to Buyer under Paragraph 2a. are in full satisfaction and discharge of the amounts stated on Exhibit 2A. l. At the Closing, Seller shall have furnished Buyer with a letter would result in the format creation or imposition of Exhibit 8A from Millennium Energy Fund L.L.C. ("Millennium")any lien, a subsidiary charge, or encumbrance on any asset of ▇▇▇▇▇▇▇▇ Energy Services Company ("WESCO") addressed to Buyer confirming that it has the right to require and will require MPC to retain up to $3,000,000 in escrow to fund construction of the Claybanks gathering lines and central production facilities, necessary to connect Claybanks Unit ▇▇▇▇▇ to the Claybanks Extension and necessary to produce those ▇▇▇▇▇ into the Claybanks Extension, including, without limitation, all surface and production facilities, and that it undertakes to release these funds for the sole purpose of construction of such facilitiesCorporation. m. Seller shall provide Buyer with a recordable, executed release from Michigan Gas Fund I and from all other parties holding any liens, mortgages or encumbrances pertaining to the Interests. n. At the Closing, Millenium shall deliver to MPC a ratification of the Processing Agreement (as defined below) in a form acceptable to Buyer. o. At Closing, MPC shall have executed an Amendment to the Gas Gathering, Treating and Processing Agreement between MPC and West Shore dated May 2, 1996 (the "Processing Agreement"), in the form of Exhibit 9A. ▇. ▇▇▇▇ Shore Processing Company, MPC and Oceana Exploration Company, L.C. shall have executed amendments to their respective Gas Gathering, Treating and Processing Agreement dated May 2, 1996, in which West Shore would reduce the gas processing proceeds due all producers for Plant Products (as defined in the Processing Agreement) produced from gas delivered into the Claybanks Extension by $23,382.44/month for a term of six (6) years from the date of initial delivery of gas into the Claybanks Extension. Each producer's share of the reduction shall be determined on a monthly basis by multiplying $23,382.44 by a fraction, the numerator of which shall be the volume of NGLs produced from gas delivered into the Claybanks Extension by the producer, and the denominator of which shall be the total volume of NGLs produced from gas delivered into the Claybanks Extension by all producers.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligation obligations of Buyer ------------------------------------------- to purchase the Interests Subject Assets and assume the Assumed Liabilities under this Agreement is are subject to the satisfaction, at or before the Closing DateClosing, of all the conditions set out below in this Section 8. Buyer may waive following conditions, any or all of these conditions which may be waived by Buyer in whole or in part without prior notice. a. Except as otherwise permitted by this Agreement, all (a) All representations and warranties of Seller hereunder and in all certificates delivered by Seller in to Buyer pursuant to this Agreement shall be be, in all material respects, true and accurate on and as of the Closing Date as though made at that time, except (i) to the extent that such representations and warranties are made as of a specified date and (ii) for changes resulting from any action taken by Seller pursuant to and in compliance with this Agreement. b. (b) Seller shall have performed, satisfied, satisfied and complied with all covenants, agreements, agreements and conditions required by this Agreement to be performed performed, satisfied or complied with by Seller on or before the Closing Date. c. Buyer shall have received certificates dated the Closing Date, signed and verified by Seller, certifying, in such detail as Buyer and its counsel may reasonably request, that the conditions specified in paragraphs (ac) and (b) of this Section have been fulfilled. d. The Seller shall provide to Buyer each of the documents described in Section 4(a). e. No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened by any third party on or before the Closing Date. f. The execution and delivery of this Agreement by Seller, and the performance of its Seller's covenants and obligations under itthis Agreement, shall have been duly authorized by all necessary and required corporate action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by a manager of Seller. g. All necessary agreements and consents (d) No litigation or proceeding will be threatened or pending against Seller or Buyer (i) for the purpose or with the probable effect of enjoining or preventing the consummation of any parties to the consummation of the transactions contemplated by this Agreement, Agreement or otherwise pertaining to (ii) which would have a material adverse effect on the matters covered by it, shall have been obtained Subject Assets or the Subject Business as conducted by Seller and delivered as of the Closing or as planned to Buyerbe conducted by Buyer after the Closing. h. The form and substance of all certificates, instruments, opinions, and other documents delivered to Buyer under this Agreement shall be satisfactory in all reasonable respects to Buyer and its counsel. i. The Interests shall be free and clear of all security interests, mortgages, liens, claims, charges and encumbrances of any kind, except for the liens, claims, charges, encumbrances of other members under the Operating Agreements j. All necessary action shall have been taken by West Shore and Basin and their members and managers for Buyer to be a substituted member of West Shore and Basin with respect to the Interests. No material portion (e) Each of the assets or properties Shareholders of West Shore and/or Basin shall (a) Seller will have been damaged prior to Closing by a casualty loss, or (b) have been taken in condemnation or if proceedings for such purposes shall be pending. k. Seller, MPC and Manistee Gas, L.L.C. shall have agreed consented in writing to the transaction contemplated herein and the holders of all amounts due specified on Exhibit 2A, and that payment of those adjusted amounts to Buyer Seller's outstanding shares of Common Stock will have waived any dissenters' rights such Shareholder may have under Paragraph 2a. are in full satisfaction and discharge Chapter 13 of the amounts stated on Exhibit 2A. l. At the Closing, Seller shall have furnished Buyer with a letter in the format of Exhibit 8A from Millennium Energy Fund L.L.C. ("Millennium"), a subsidiary of ▇▇▇▇▇▇▇▇ Energy Services Company ("WESCO") addressed to Buyer confirming that it has the right to require and will require MPC to retain up to $3,000,000 in escrow to fund construction of the Claybanks gathering lines and central production facilities, necessary to connect Claybanks Unit ▇▇▇▇▇ to the Claybanks Extension and necessary to produce those ▇▇▇▇▇ into the Claybanks Extension, including, without limitation, all surface and production facilities, and that it undertakes to release these funds for the sole purpose of construction of such facilitiesCalifornia Code. m. Seller shall provide Buyer with a recordable, executed release from Michigan Gas Fund I and from all other parties holding any liens, mortgages or encumbrances pertaining to the Interests. n. At the Closing, Millenium shall deliver to MPC a ratification of the Processing Agreement (as defined below) in a form acceptable to Buyer. o. At Closing, MPC shall have executed an Amendment to the Gas Gathering, Treating and Processing Agreement between MPC and West Shore dated May 2, 1996 (the "Processing Agreement"), in the form of Exhibit 9A. ▇. ▇▇▇▇ Shore Processing Company, MPC and Oceana Exploration Company, L.C. shall have executed amendments to their respective Gas Gathering, Treating and Processing Agreement dated May 2, 1996, in which West Shore would reduce the gas processing proceeds due all producers for Plant Products (as defined in the Processing Agreement) produced from gas delivered into the Claybanks Extension by $23,382.44/month for a term of six (6) years from the date of initial delivery of gas into the Claybanks Extension. Each producer's share of the reduction shall be determined on a monthly basis by multiplying $23,382.44 by a fraction, the numerator of which shall be the volume of NGLs produced from gas delivered into the Claybanks Extension by the producer, and the denominator of which shall be the total volume of NGLs produced from gas delivered into the Claybanks Extension by all producers.