SHARE PURCHASE AGREEMENT DECEMBER 1, 2011 AMONG AMOCO CANADA INTERNATIONAL HOLDINGS B.V. AS VENDOR - AND - PLAINS MIDSTREAM CANADA ULC AS PURCHASER

Exhibit 2.1

SHARE PURCHASE AGREEMENT

DECEMBER 1, ▇▇▇▇

▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇ INTERNATIONAL HOLDINGS B.V.

AS VENDOR

- AND -

PLAINS MIDSTREAM CANADA ULC

AS PURCHASER

[*****] indicates redacted terms for which confidential treatment has been requested from the Securities and Exchange Commission (“SEC”). The redacted information has been filed separately with the SEC.

SHARE PURCHASE AGREEMENT

TABLE OF CONTENTS

[*****] indicates redacted terms for which confidential treatment has been requested from the SEC. The redacted information has been filed separately with the SEC.

2

3

[*****] indicates redacted terms for which confidential treatment has been requested from the SEC. The redacted information has been filed separately with the SEC.

4

5

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of December 1, ▇▇▇▇ ▇▇▇▇▇▇▇:

▇▇▇▇▇ ▇▇▇▇▇▇ International Holdings B.V.
a corporation incorporated under the laws of the Netherlands
(the “Vendor”)

- and -

Plains Midstream Canada ULC
a corporation incorporated under the laws of Alberta
(the “Purchaser”)

RECITALS:

A.                                   Vendor has agreed to sell to Purchaser, and Purchaser has agreed to purchase from Vendor, the Shares on the terms and conditions of this Agreement.

B.                                     Purchaser Guarantor has agreed to guarantee the obligations of Purchaser on the terms set forth in the Purchaser Parent Guarantee.

C.                                     Vendor Guarantor has agreed to guarantee the obligations of Vendor on the terms set forth in the Vendor Parent Guarantee.

IN CONSIDERATION of the covenants, agreements, representations, warranties and payments herein set forth, the Parties covenant and agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1                               Definitions

Whenever used in this Agreement, the following words and terms shall have the meanings set forth below:

“Abandonment and Reclamation Obligations” means any and all past, present and future Liabilities of any of the Purchased Entities or their predecessors or successors in interest (and any and all Losses associated with or related to such Liabilities), whether under Contracts, Previously Owned Asset Agreements or Applicable Law, in any way, directly or indirectly, caused by, arising from, incurred in connection with or relating to any of the following:

(a)                            the abandonment of assets, including the closing, decommissioning, dismantling or removal of tangibles, equipment and facilities and the plugging and abandonment of ▇▇▇▇▇, and

(b)                           the restoration, remediation or reclamation of the Environment, including the surface or subsurface of lands performed or to be performed in connection with or as a part of the activities described in item (a) of this definition.

and any and all Claims associated with or relating to any of the foregoing.

“Accounting Firm” means Deloitte and Touche LLP, Chartered Accountants or another nationally recognized accounting firm agreed upon by the Parties.

“Affiliate” means, as to a Person, any other Person controlling, controlled by or under common control with that Person where “control”, “controlling” or “controlled” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities or by contract, partnership agreement, trust arrangement or other means, either directly or indirectly, that results in control in fact, provided however, that direct or indirect ownership of shares of a corporation carrying more than 50% of the voting rights shall constitute control of that corporation, and further provided that:

(a)                                  the Purchased Entities shall be conclusively deemed to be Affiliates of Vendor as to any matter or thing relating to the period prior to Closing Time, and

(b)                           the Purchased Entities shall be conclusively deemed to be Affiliates of Purchaser as to any matter or thing relating to the period after the Closing Time.

“Agreement” means this Share Purchase Agreement, including the recitals and all Schedules and Exhibits hereto, and includes all written instruments supplementing, amending or confirming this Agreement agreed to by the Parties after the date hereof.

“Alaska Gas Records” means all documents, information, books and records (including electronic copies thereof) of BP Exploration (Alaska) Inc. (“BPXA”), the Corporation or their Affiliates relating to the Alaska gas pipeline projects sponsored by Denali — The Alaska Gas Pipeline LLC (“Denali”) or TransCanada Alaska Company, LLC (“TransCanada”), including records provided to BPXA, the Corporation or their Affiliates by Denali or TransCanada.

“Applicable Laws” means all Laws (including Privacy Laws), other than Environmental Laws, but including any Laws to the extent that they relate to Abandonment and Reclamation Obligations.

“Base Price” has the meaning given to that term in Section 3.1.

“Books and Records” means original or copies, including electronic copies, of books and records, including financial and accounting records, corporate records, inventory and other asset records, sales and purchase records, customer files, production and other operational data, equipment maintenance data, cost and pricing information, supplier lists, customer lists, business reports, plans and projections, title documents, surveys, files and correspondence that:

(a)                                  are in the possession or under the control of Vendor or its Affiliates,

(b)                           reflect material transactions that have occurred within a period of five (5) years prior to the date hereof,

2

(c)                            relate exclusively to the Business as conducted by the Purchased Entities, and

(d)                           are necessary for the conduct of the Business after Closing by the Purchased Entities,

but specifically excluding the following (collectively, the “Excluded Books and Records”):

(i)                                     any Divestiture Information and any other information pertaining to the sale process leading to the Purchase,

(ii)                                  any information, documents, books and records that relate to or are included in Excluded Assets,

(iii)                               the Alaska Gas Records,

(iv)                              financial or other data and information that cannot, with reasonable commercial efforts, be identified by Vendor or be segregated by Vendor or its Affiliates (including the Purchased Entities) from the data, information and records systems of Vendor and its Affiliates,

(v)                                 any such books and records insofar as they relate to pension plans or matters pertaining to pensions for the benefit of any employee or former employee of Vendor or any of its Affiliates (including the Purchased Entities),

(vi)                              any such books and records insofar as they relate to employees of Vendor or any of its Affiliates other than Entity Employees, and any such books and records insofar as they relate to historical pay, performance, attendance, disciplinary or medical information of Transferred Employees, including personnel files, under Schedule 9.10 Part B except where such information is expressly necessary to deliver new employment terms commensurate with the terms of Schedule 9.10 Part B,

(vii)                           any such books and records insofar as they are Tax Records of Vendor or of any of its Affiliates or any of the Purchased Entities,

(viii)                        any such books and records that pertain to risk management matters, except for books and records relating to Futures Transactions that will be outstanding at the Closing Time, and

(ix)                                any books and records other than those books and records described in (a) through (d) above.

Nothing in this definition shall limit Purchaser’s right to receive the records described in Sections 9.15(a) to (e).

“Business” means the business presently and heretofore carried on by the Purchased Entities and their predecessors in interest relating to the purchase, extraction, gathering, fractionation, storage, transportation and wholesale marketing of NGLs.

3

“Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks located in Calgary, Alberta, Houston, Texas, Luxembourg, the Netherlands and London, England are open for business during normal banking hours.

“Canada Transportation Act” means the Canada Transportation Act (Canada).

“Canada Transportation Act Approval” means:

(a)                                  Purchaser shall have received a notice from the Minister of Transport pursuant to subsection 53.1(4) of the Canada Transportation Act that the Minister of Transport is of the opinion that the transactions contemplated by this Agreement do not raise issues with respect to the public interest as it relates to national transportation, or

(b)                           the transactions contemplated by this Agreement shall have been approved by the Governor in Council in accordance with subsection 53.2(7) of the Canada Transportation Act,

and, in either such case, the completion of the transactions contemplated by this Agreement is not prohibited under subsection 53.2(1) of the Canada Transportation Act.

“Canadian Dollars” means lawful money of Canada.

“Canadian Purchased Entities” has the meaning given to that term in Section 4.25;

“Claim” means any action, claim, demand, lawsuit, audit proceeding or arbitration, or any proceeding or investigation by a Governmental Authority including, except where otherwise expressly excluded, a Tax Claim.

“Closing” means the closing of the Purchase as contemplated by this Agreement.

“Closing Consideration” has the meaning given to that term in Section 3.2(a)(ii).

“Closing Date” means, without derogating from the fact that Closing is subject to the satisfaction or waiver, at or before the Closing Time, of each of the conditions set out in Article 7 and Article 8:

(a)                                  if the date on which the Regulatory Condition is satisfied is on or before the seventh (7th) day of a calendar month, then the 1st day of the calendar month following the month in which the Regulatory Condition is satisfied (whether or not a Business Day), or

(b)                           if the date on which the Regulatory Condition is satisfied is after the seventh (7th) day of a calendar month, then the 1st day of the second calendar month following the month in which the Regulatory Condition is satisfied (whether or not a Business Day) , or

(c)                            such other date as the Parties may agree upon in writing as the date on which the Closing shall take place;

provided, however, that if the IT Condition has not been satisfied by the Closing Date as defined in (a), (b) or (c) above, either Party shall have the right, on written notice to the other Party

4

given at least ten (10) Business Days prior to such Closing Date, to extend the Closing Date to the 1st day of the calendar month next following such Closing Date (whether or not a Business Day), and, in like manner, if the IT Condition has not been satisfied by the extended Closing Date, either Party shall have the right, on written notice to the other Party given at least ten (10) Business Days prior to the extended Closing Date, to extend the Closing Date to the 1st day of the calendar month next following the extended Closing Date (whether or not a Business Day).

For the avoidance of doubt, the Closing Date may not be extended by more than two months due to the inability of either Party to satisfy the IT Condition.

“Closing Document” means a document or certificate delivered at the Closing Time pursuant to this Agreement.

“Closing Interim Cash Flow Amount” has the meaning given to that term in Section 3.4(a).

“Closing Time” means 9:00 a.m. (Calgary time)/5:00 p.m. (Central European time) on the Closing Date, or such other time on such date as the Parties may agree upon in writing.

[*****]

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

“Commissioner” means the Commissioner of Competition appointed pursuant to the Competition Act or any person authorized to act on behalf of the Commissioner.

“Competition Act” means the Competition Act (Canada).

“Competition Act Approval” means, in respect of the Purchase, that:

(a)                                 an advance ruling certificate pursuant to section 102 of the Competition Act shall have been issued by the Commissioner, or

(b)                                 a “no action letter” in form and substance satisfactory to Purchaser acting reasonably shall have been received from the Commissioner indicating that she does not, at that time, intend to make an application under section 92 of the Competition Act and either:

(i)                                     any applicable waiting period under section 123 of the Competition Act has expired or been terminated, or

(ii)                                  a waiver under section 113(c) of the Competition Act of the obligation to notify the Commissioner and supply information shall have been granted by the Commissioner.

“Conditions” means either or both of Vendor’s Conditions and Purchaser’s Conditions, as applicable.

“Confidential Contracts” means those Contracts described or referred to in Schedule 1.1A.

[*****] indicates redacted terms for which confidential treatment has been requested from the SEC. The redacted information has been filed separately with the SEC.

5

“Confidential Information” means, as to any Person, all Trade Secrets and all proprietary and confidential manufacturing, financial, marketing, operational, organizational, know-how, personnel, customer or vendor, technical and other information or data relating to the business of such Person, including, without limitation, all correspondence, memoranda, notes, summaries, analyses, compilations, forecasts, studies, models, extracts of and documents and records reflecting, based upon or derived from such information or data, regardless of who prepares it, as well as all copies and other reproductions thereof, whether in writing or stored or maintained on computer-related or other electronic media.

“Confidentiality Agreements” means the Confidentiality Agreement made as of January 28, 2011 between the Corporation and Plains All American Pipeline, L.P. (the “January 28, 2011 Confidentiality Agreement”), Consent Agreement Regarding Confidential Information made as of June 15, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Energy Company and AltaGas Extraction and Transmission Limited Partnership; Assignment Agreement And Consent To Disclosure made as of June 21, 2011 among BP Canada Energy Company, Plains All American Pipeline, L.P., and Nova Chemicals Corporation, as amended; Assignment Agreement And Consent To Disclosure made as of June 23, 2011 among BP Canada Energy Company, Plains All American Pipeline, L.P., and Provident Energy Ltd., as amended; Assignment Agreement And Consent To Disclosure made as of June 27, 2011 among BP Canada Energy Company, Plains All American Pipeline, L.P., and Shell Canada Energy, as amended; Assignment Agreement And Consent To Disclosure made as of July 7, 2011 among BP Canada Energy Company, Plains All American Pipeline, L.P., and Imperial Oil, as amended; Assignment Agreement And Consent To Disclosure made as of July 15, 2011 among BP Canada Energy Company, Plains All American Pipeline, L.P., and Dow Chemical Canada ULC, as amended; Assignment Agreement And Consent To Disclosure made as of July 31, 2011 among BP Canada Energy Company, Plains All American Pipeline, L.P., and Inter Pipeline Fund, as amended; and Assignment Agreement and Consent to Disclosure entered into effective November 22, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Energy Company, BP Canada Energy Resources Company, Dome NGL Pipeline Ltd., ▇▇▇▇▇▇ ▇▇▇▇▇▇ Canada Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Cochin ULC, and Plains All American Pipeline, L.P.

“Constating Document” means, in respect of a Person, the articles of incorporation, amalgamation or continuance, bylaws, memorandum of association, partnership agreement or similar constituting document of a Person, as the case may be.

“Contracts” means, with respect to any Person, any contracts, leases, licences and contractually binding arrangements, agreements and commitments of that Person, and includes (i) all quotations, orders or tenders for contracts which remain open for acceptance, and (ii) all manufacturers’ or suppliers’ warranties, guarantees or commitments (express or implied).

“Corporation” means BP Canada Energy Company or its successor by amalgamation pursuant to the Reorganization.

“Covenant Notice Period” has the meaning given to that term in Section 6.4(b).

“Credit Support” has the meaning given to that term in Section 9.3(a).

“Credit Support Counterparty” has the meaning given to that term in Section 9.3(a).

6

“Damage or Destruction Event” means damage, destruction, condemnation, expropriation or other casualty loss or impairment of use with respect to any of the Entity Assets.

“Data Room” means the virtual data room established by or for Vendor through ▇▇▇▇▇▇▇ Datasite and each physical data room established by or for Vendor, in each such case, containing information, materials and records pertaining to the Business and the Purchased Entities to which Purchaser was granted access.

“Dedicated ERP Environment” has the meaning given to that term in Schedule 9.17 hereof.

“Deposit” has the meaning given to that term in Section 3.2(a)(i).

“Disclosed Personal Information” has the meaning given to that term in Section 9.19(a).

“Discretionary Inventory” means “Discretionary Inventory” as described in Schedule 1.1I.

“Divestiture Information” means all information, documents, books and records in respect of, relating to or in connection with:

(a)                                 the valuation of any of the Purchased Entities, the shares of any of the Purchased Entities, including the Shares, any of the Entity Assets or the Business or any part thereof,

(b)                           any advice from Vendor’s Counsel, Vendor’s Investment Bankers and any other Related Party of Vendor, including the Purchased Entities, with respect to the divestiture of any of the Purchased Entities, the shares of any of the Purchased Entities, including the Shares, any of the Entity Assets or the Business or any part thereof, or

(c)                            the process and proceedings with respect to any such divestiture,

but excluding any confidentiality agreements entered into by Vendor, or any of the Purchased Entities or any of their respective Affiliates in connection with the proposed sale of the Business.

“Effective Date” means October 1, 2011.

“Effective Time” means 11:59 p.m. (Calgary time) on September 30, 2011.

“Employee Benefit Arrangements” means all benefit, incentive and compensation schemes, arrangements and policies for the benefit generally of Entity Employees, including share and cash-based incentive and compensation arrangements, and benefits relating to sickness, ill-health, injury, disability, lifestyle, time-off, employee loans, retirement (including pension benefits and retirement benefit plans), death, leaving service or termination of employment.

“Employment Agreements” means all employment, severance, change of control, retention, bonus or similar agreements with Entity Employees, whether written or unwritten, including work place rules and policies applicable to and for the benefit of Entity Employees.

“Employee Obligations” means obligations to Entity Employees under Employment Agreements and Employee Benefit Arrangements.

7

“Encumbrance” means any lien, mortgage, charge, pledge, hypothecation, security interest or other encumbrance or adverse claim of any kind or character whatsoever.

“Entity Assets” means all of the tangible and intangible property (whether real, personal, absolute or contingent, legal or beneficial or mixed), rights, benefits, privileges and other property or assets owned, held or leased by the Purchased Entities at the Closing Time to the extent used by them in connection with the ownership or operation of the Business, including, in any event, all the interests of the Purchased Entities in the Material Facilities, the Leased Entity Assets, the Material Contracts, the Entity IP, the Title and Operating Documents and the Books and Records.  For greater certainty, “Entity Assets” shall not include any Excluded Assets.

“Entity Employees” means the “Employees” as defined in Schedule 9.10 Part A and whose employment transfers with the Business as contemplated by Part A of Schedule 9.10 Part A and the “Transferred Employees” as defined in Schedule 9.10 Part B.

“Entity IP” has the meaning given to that term in Section 4.24(a).

“Environment” means the components of the earth and includes:

(a)                                 air, land and water,

(b)                           all layers of the atmosphere,

(c)                            all organic and inorganic matter and living organisms, and

(d)                           the interacting natural systems that include components referred to in (a), (b) and (c) above,

and “Environmental” means of or in relation to the Environment.

“Environmental Approvals” means all Governmental Authorizations issued or required pursuant to Environmental Laws.

“Environmental Laws” means all Laws relating in whole or in part to the Environment or the protection thereof, and/or the storage, generation, use, handling, manufacture, processing, transportation, treatment, Release, disposal, reclamation or remediation of Hazardous Substances, but excluding any such Laws to the extent that they relate to Abandonment and Reclamation Obligations.

“Environmental Liabilities” means any and all past, present and future Liabilities of any of the Purchased Entities or any of their predecessors or successors in interest (and any and all Losses associated with or relating to such Liabilities) in any way, directly or indirectly, caused by, arising from, incurred in connection with or relating to any of the following:

(a)                                 the manufacture, construction, processing, distribution, use, holding, collection, accumulation, generation, treatment, stabilization, storage, disposal, handling or transportation of Hazardous Substances,

(b)                           compliance with present and future Environmental Laws and Environmental Approvals,

8

(c)                            Releases of Hazardous Substances or other substances, and

(d)                           the removal, assessment, monitoring, sampling, response, abatement, clean-up, investigation and reporting of contamination or pollution of or other adverse effects on the Environment,

including Liability to third parties for Losses suffered by them in respect thereof, and any and all Claims associated with or relating to any of the foregoing, but excluding Abandonment and Reclamation Obligations (and any and all Claims, Liabilities and Losses associated with or relating to Abandonment and Reclamation Obligations).

“Environmental Matters” means any activity, event or circumstance in respect of or relating to Hazardous Substances, including the storage, use, holding, collection, accumulation, assessment, generation, manufacture, processing, treatment, stabilization, disposition, handling, transportation or Release thereof on, at or into the Environment, but excluding any such activity, event or circumstance in respect of or relating to Abandonment and Reclamation Obligations.

“Environmental Order” means any order, complaint or notice issued, filed, imposed or consented to by a Governmental Authority relating to actual or alleged non-compliance with Environmental Law.

“Escrow Agent” means any Person defined as such under an Escrow Agreement.

“Escrow Agreement” means any one or more escrow agreements providing for the holding of the Closing Consideration and the Share Documents pending Closing in accordance with Section 2.1(b) in such form as may be agreed by the Parties.

“Exchange Rate” means, with respect to the conversion, translation or exchange of Canadian Dollars into U.S. Dollars or U.S. Dollars into Canadian Dollars, as the case may be, on or for a particular day, the noon spot rate for the applicable currency exchange published by the Bank of Canada on or for such day, or if such day is not a Business Day, on or for the immediately preceding Business Day.

“Excluded Assets” means all of the tangible and intangible property (whether real, personal, absolute or contingent, legal or beneficial or mixed), rights, benefits, privileges and other property or assets owned or held by the Purchased Entities or their predecessors to the extent not used by them in connection with the ownership or operation of the Business, including, in any event all property and assets (a) relating to or used in connection with the petroleum and natural gas exploration and production business conducted by Vendor, the Purchased Entities or any of their respective Affiliates or predecessors; or (b) described, referred to or listed in Schedule 1.1B.

“Excluded Books and Records” has the meaning given to that term in the definition of “Books and Records”.

“Excluded IP” means any and all Intellectual Property used by one or more of the Purchased Entities at Closing that is (a) owned by Vendor or any of its Affiliates (other than a Purchased Entity)(the “Excluded Owned IP”), including that Excluded Owned IP identified or listed in

9

Exhibit “A” to Schedule 1.1B, or (b) used by a Purchased Entity pursuant to a license agreement between Vendor or any of its Affiliates (other than a Purchased Entity) and a Person other than Vendor or any of its Affiliates (the “Excluded Licensed IP”), including that Excluded Licensed IP identified or listed in Exhibit “B” to Schedule 1.1B; provided that Vendor shall be entitled to revise Schedule 1.1B from time to time prior to Closing to reflect changes in Excluded IP made in the ordinary course of business by Vendor and its Affiliates and, upon delivery of a revised Schedule 1.1B to Purchaser, the revised Schedule 1.1B shall supersede and replace the Schedule 1.1B so revised, and provided further that such changes in Excluded IP shall not result in material reductions or alterations in the functionality of the Dedicated ERP Environment.

“Existing Credit Support Obligations” has the meaning given to that term in Section 9.3(a).

“Expert Determination” has the meaning given to that term in Subsection 3.5(a)(i).

“Final Interim Cash Flow Amount” has the meaning given to that term in Section 3.4(d).

“Financial Encumbrance” means any Encumbrance securing the payment of an amount of money due and owing as at the Closing Time and any Encumbrance securing an obligation to repay borrowed money.

“Financial Statements” means the financial statements relating to the Business attached hereto as Schedule 1.1C.

“Futures Transaction” means any derivatives transaction (including an agreement with respect thereto) entered into by the Purchased Entities in relation to the Business for the purposes of mitigating commodity, interest or currency risk, which is commonly referred to as a hedge transaction, rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transaction) or any combination of these transactions, provided however, for greater clarity, and without limiting the generality of the foregoing, an agreement for the future delivery of a commodity intended to be settled by the delivery of such commodity in the future is not a “Futures Transaction” for the purposes hereof.

“Governmental Authority” means any government, regulatory or administrative authority, government department, bureau, agency, commission, board or tribunal or court having jurisdiction on behalf of any nation, province or state or subdivision thereof or any municipality, district or subdivision thereof.

“Governmental Authorizations” means all permits, licenses, exemptions, orders, variances, approvals, consents and other authorizations issued by a Governmental Authority under Applicable Law or Environmental Law.

“Guarantee”, or any derivative thereof, means any guarantee granted by a Purchased Entity to another Person, other than another Purchased Entity, pursuant to which the Purchased Entity guarantees the payment or performance of any indebtedness or other obligation of any other Person, other than another Purchased Entity, and excludes, in any event, (i) indemnities granted

10

in the Ordinary Course of Business by a Purchased Entity to another Person in a Contract in which such indemnity is incidental to the primary purpose of the Contract, and (ii) Material Contracts listed in Schedule 4.14(a).

“Hazardous Substance” means any substance or material that is prohibited, controlled or regulated by any Governmental Authority pursuant to Environmental Laws including pollutants, irritants, contaminants, dangerous goods and substances, toxic or hazardous substances and materials, petroleum and its derivatives and by-products (including NGLs) and other hydrocarbons, all as defined in or pursuant to any Environmental Laws.

“HSR Act” means the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvement Act.

“IFRS” means International Financial Reporting Standards.

“Indemnification Notice” has the meaning given to that term in Section 10.6.

“Indemnified Litigation Claims” means the Vendor Indemnified Litigation Claims and the litigation Claims for which Vendor has indemnified Purchaser pursuant to Section 10.4(c).

“Indemnified Party” has the meaning given to that term in Section 10.1(a).

“Indemnifying Party” has the meaning given to that term in Section 10.1(a).

“Information Memorandum” means the Confidential Information Memorandum dated January 2011 relating to the potential sale of the Business.

“Intellectual Property” means all intellectual property rights, arising from or in respect of the following, whether protected, created or arising under Applicable Laws of Canada or the United States or any other jurisdiction or under any international convention: (a) patents and patent applications, including all continuations, divisionals, continuations-in-part, and provisionals, and patents issuing on any of the foregoing, and all reissues, reexaminations, substitutions, renewals and extensions of any of the foregoing (collectively, “Patents”), (b) trademarks, service marks, trade names, trade dress, logos, corporate names and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, renewals and extensions of any of the foregoing, (c) Internet domain names, (d) copyrights, works of authorship and moral rights, and all registrations, applications, renewals, extensions and reversions of any of the foregoing, and (e) confidential and proprietary information, trade secrets and non-public discoveries, concepts, ideas, research and development, technology, know-how, formulae, inventions, compositions, processes, techniques, technical data and information, procedures, designs, drawings, specifications, databases, and other information, including customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals, in each case, excluding any rights in respect of any of the foregoing that comprise or are protected by Patents (collectively, “Trade Secrets”).

“Interest Rate” means two per cent (2%) per annum.

“Interim Cash Flow Amount” means the amount defined in and calculated in accordance with Schedule 1.1M.

11

“Interim Financial Statements” means the interim unaudited financial statements of the Business for the nine month period ended September 30, 2011 included in the Financial Statements.

“Interim Period” means the period from and including the Effective Date until and including the day immediately before the Closing Date.

“Interim Period Cash Flow Statement” has the meaning given to that term in Section 3.4.

“Interim Period Financial Statements” means the unaudited financial statements relating to the Business for the Interim Period.

“Investment Canada Act” means the Investment Canada Act (Canada).

“Investment Canada Act Approval” means the responsible Minister designated pursuant to the Investment Canada Act has sent a notice to Purchaser that he is satisfied that the Purchase is likely to be of net benefit to Canada or is deemed to be so satisfied pursuant to Part IV of the Investment Canada Act.

“IST Contracts” means (i) contracts for the purchase, sale or exchange of natural gas, electricity or any transportation or transmission capacity or storage in respect of natural gas or electricity and any swaps, options or other derivatives in respect thereof, (ii) master netting agreements, credit support addenda and other margining agreements in connection with the contracts referred to in (i) above, (iii) brokerage agreements, (iv) agency agreements, (v) asset management agreements, (vi) consultancy agreements, (vii) exchange participation agreements, (viii) electronic subscription agreements, (ix) confidentiality agreements, and (x) any other agreements and arrangements entered into in connection with the natural gas or electricity trading and marketing business currently carried on by the Purchased Entities, in any of the foregoing cases, to which any of the Purchased Entities is a party.

“IT Condition” has the meaning given to that term in Section 7.8.

“KPMG Report” means, collectively, the report prepared by KPMG dated February 28, 2011 in connection with the sale of the Business entitled “Canadian Natural Gas Liquids Business Due diligence assistance” and the report prepared by KPMG dated March 28, 2011 in connection with the sale of the Business entitled “Canadian Natural Gas Liquids Business Addendum to the due diligence report dated February 28, 2011”.

“Laws” means all laws, statutes, rules, regulations, official directives and orders of Governmental Authorities (whether administrative, regulatory, legislative, executive or otherwise) including judgments, orders and decrees of courts, commissions or bodies exercising similar functions.

“Leased Entity Assets” means all of the tangible and intangible property used and leased by the Purchased Entities in connection with the ownership or operation of the Business including rail cars to the extent transferred to the Purchased Entities pursuant to Schedule 1.1L, all leased real property on or in which the Material Facilities and storage caverns are located and all real property described in Schedule 4.11.  For greater certainty, Leased Entity Assets shall not include Excluded Licensed IP.

12

“Liabilities” means liabilities and obligations, whether under common law, in equity, under Applicable Law, Environmental Law or otherwise, whether tortious, contractual, vicarious, statutory or otherwise, whether absolute or contingent, and whether based on fault, strict liability or otherwise.

“Litigation Support Agreement” means an agreement substantially in the form attached as Exhibit C.

“Losses” means, in respect of a Person and in relation to a matter (including a Liability), any and all losses, damages, costs, expenses, charges (including all penalties, assessments and fines) which that Person suffers, sustains, pays or incurs in connection with that matter and includes reasonable costs of legal counsel (on a solicitor and its own client basis), other professional advisors and consultants incurred in connection therewith and reasonable costs of investigating and defending Claims associated with or relating to that matter, regardless of whether those Claims are sustained.

“Material Adverse Effect” means any adverse effect or adverse change (other than as a result of or in respect of matters or changes contemplated or permitted by this Agreement) that, in either such case, results or could reasonably be expected to result in aggregate Losses to the Purchaser and the Purchased Entities in excess of U.S.$150,000,000, but does not include any adverse effect or adverse change caused by or resulting from (i) the Permitted Pre-Closing Actions, (ii) the resignation of any of the Entity Employees, (iii) the fact that the Business is presently supported by Vendor and Vendor’s Affiliates (other than the Purchased Entities) and the withdrawal of that support after Closing, (iv) the termination of any Contracts (other than by Vendor, a Purchased Entity or any Affiliate thereof) (A) for the sale of NGLs, or (B) for the purchase of NGL extraction rights, or (C) for the supply of natural gas and NGLs at field gas processing facilities and straddle plants, in each such case, as a result of the transactions contemplated hereby, (v) general economic conditions or changes therein, (vi) fiscal or monetary policies of Governmental Authorities or changes therein, (vii) changes to the cost or price of services or commodities, (viii) changes in the oil and gas business or the NGLs business generally (including any change or effect resulting from any regulatory action or intervention of general application or from changes to Applicable Law or Environmental Law), (ix) changes in interest rates, currency exchange rates and stock markets generally, (x) changes in Law, or (xi) the announcement or pendency of the transactions contemplated herein.

“Material Claim” has the meaning given to that term in Section 6.1.

“Material Consent” means any approval or consent required to be described, referred to or listed in Schedule 4.8.

“Material Contract” means any Contract that is binding upon any of the Purchased Entities:

(a)                                 under which any of the obligations of any of the parties thereto remains outstanding,

(b)                           that relates to the conduct of the Business or the operation of the Entity Assets, and

(c)                            which either:

13

(i)                                     is an ownership or operating agreement relating to a Material Facility or the Empress II Straddle Plant,

(ii)                                  is an agreement with a remaining term of two (2) years or more for the fractionation, processing or transportation of 5,000 barrels per day or more of NGLs,

(iii)                               is an agreement with a remaining term of two (2) years or more for the storage of 100,000 barrels or more of NGLs,

(iv)                              is an agreement for the sale of approximately 10,000,000 U.S. gallons or more of NGLs in either the 2011/2012 contract year or the 2012/2013 contract year,

(v)                                 is an agreement for the purchase of approximately 300,000 barrels or more of NGLs in either the 2011/2012 contract year or the 2012/2013 contract year,

(vi)                              is an agreement for the purchase or sale of any commodity between Vendor or any Affiliate of Vendor other than a Purchased Entity, on the one hand, and a Purchased Entity, on the other, or

(vii)                           is an agreement, understanding or arrangement for the purchase of NGL extraction rights, make up gas and fuel gas from, or the sale of residue gas to, the Purchased Entities’ affiliated Integrated Supply and Trading division,

where “2011/2012 contract year” refers to the 12 month period commencing in 2011 and ending in 2012 to which the sale or purchase obligations under the applicable Contract relate and “2012/2013 contract year” refers to the 12 month period commencing in 2012 and ending in 2013 to which the sale or purchase obligations under the applicable Contract relate.  For greater certainty Material Contracts shall not include Contracts governing the use of Excluded Licensed IP.

“Material Facilities” means the facilities described as “Material Facilities” in Schedule 1.1D and a “Material Facility” means any one of the Material Facilities.

“NGL Inventory” means “Discretionary Inventory”, “Exchange Inventory” and “Neutral Inventory”, as described in Schedule 1.1I.

“NGLs” means ethane, propane, normal butane, iso-butane, pentanes and heavier hydrocarbons, frac oil, solvent and synthetic crude oil used for batch segregation purposes, or any combination thereof, and other substances found in small quantities in the foregoing substances.

“Non-NGL Business” means any business, other than the Business, presently or heretofore carried on by the Purchased Entities and their predecessors in interest, including, any business or activities associated with the Excluded Assets.

“Notice” has the meaning given to that term in Section 13.4.

“Notice Period” has the meaning given to that term in Section 6.5.

14

“Ordinary Course of Business”:

(a)                                 means conduct that is consistent with prudent NGLs industry practice and the current practices of the applicable Purchased Entities and is or are taken in the ordinary course of normal day-to-day operations of the Purchased Entities, and

(b)                           shall be deemed, in any event, to include:

(i)                                     all reasonably necessary actions taken by any of the Purchased Entities in connection with, in contemplation of or in preparation for the Purchase, the Closing, any Permitted Pre-Closing Action or any other action or transaction contemplated or permitted by this Agreement,

(ii)                                  in respect of any Contract pertaining to the Business, the termination, renegotiation, renewal or amendment thereof in accordance with the usual business practices of the Purchased Entities with respect thereto, and

(iii)                               the settlement of any Claims and litigation for and in respect of which Vendor has the obligation to indemnify Purchaser hereunder.

“Outside Date” means the earlier of (i) if the Regulatory Condition is satisfied on or before the Regulatory Condition Deadline, the Business Date next following the last date to which the Closing Date may be extended in accordance with the definition of “Closing Date”, and (ii) if the Regulatory Condition is not satisfied on or before the Regulatory Condition Deadline, the Business Day next following the Regulatory Condition Deadline.

“Parties” means, collectively, Vendor and Purchaser, and, individually, either of them.

“Permitted Contest” means action taken by any of the Purchased Entities in good faith by appropriate proceedings diligently pursued to contest any Taxes, Claim or Encumbrance, provided that proceeding with that action would not reasonably be expected to risk the occurrence of a Material Adverse Effect.

“Permitted Encumbrance” means, in respect of Vendor, any of the Purchased Entities and any of the Entity Assets, as the case may be:

(a)                                 undetermined or inchoate liens and incidental to construction by or current operations of such Person (including liens of carriers, warehousemen, mechanics, materialmen, builders, operators, processors and landlords) which have not been filed pursuant to Applicable Laws or Environmental Laws against such Person or in respect of which no steps or proceedings to enforce such lien have been initiated or which relate to obligations which are not due or delinquent, or if due or delinquent, are being contested by a Permitted Contest,

(b)                           easements, rights-of-way, covenants, servitudes, licenses, zoning or other similar rights or restrictions in respect of property owned, leased or otherwise held by, or subject to any rights of, that Person, whether or not recorded (including rights-of-way and servitudes for railways, sewers, drains, pipelines, gas and water mains, electric light and power and telephone or telegraph or cable television conduits, poles, wires and cables)

15

which, either alone or in the aggregate, do not materially detract from the value of such property or materially impair its use in the operation of the business of that Person,

(c)                            any lien or trust arising in connection with workers’ compensation, unemployment insurance, pension or employment laws or regulations,

(d)                           the right reserved to or vested in any Governmental Authority by the terms of any lease, easement, license, franchise, grant or permit held by such Person or by any statutory provision to terminate any such lease, easement, license, franchise, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof,

(e)                            liens for Taxes, assessments or other charges or levies by Governmental Authorities which are not at the time delinquent or, if delinquent, are being contested by a Permitted Contest,

(f)                             rights of general application reserved to or vested in any Governmental Authority to levy Taxes on any of the Entity Assets or the income therefrom, or to limit, control or regulate any of the Entity Assets or operations in respect of the Entity Assets in any manner,

(g)                            all reservations, limitations, provisos and conditions in the original grants or transfers from the Crown or any unit of federal, provincial, state or local government of any lands and premises or any interests therein and all statutory exceptions, qualifications and reservations in respect of title, including those provided for in any applicable statute governing title to real property,

(h)                           public and statutory liens not yet due arising by operation of law,

(i)                               the terms and conditions of, and Encumbrances arising under, the Title and Operating Documents, including provisions for penalties, suspensions and forfeitures arising under or pursuant to any of the Title and Operating Documents,

(j)                              rights of first refusal, rights of first offer and/or options, applicable to the Entity Assets which are not triggered by the Purchase,

(k)                           the rights of third parties to purchase NGLs pursuant to sale contracts entered into in the Ordinary Course of Business,

(l)                               Encumbrances contained in any agreement for the purchase, sale or transportation of natural gas or NGLs entered into in the Ordinary Course of Business,

(m)                       any defects or deficiencies in title to the Entity Assets disclosed by Vendor or any of Vendor’s Affiliates to Purchaser on or before the date hereof or that are specifically waived in writing by Purchaser,

(n)                           Encumbrances:

(i)                                     to secure obligations on surety or appeal bonds and other obligations of a like nature, or

16

(ii)                                  to secure performance of tenders, statutory obligations, leases and licenses,

provided that each of those liens is entered into in the Ordinary Course of Business and only secures sums not overdue or sums being contested by a Permitted Contest,

(o)                           judgment liens, but only for so long as enforcement of such judgment liens is not allowed (whether by appeal, bonding, order of a court, agreement or otherwise),

(p)                           any Encumbrance which secures Purchase Money Obligations,

(q)                           security given by Vendor or any of the Purchased Entities to a public utility or any Governmental Authority when required by such utility or Governmental Authority in connection with the operation of the Business or the Entity Assets, which individually or in the aggregate do not materially detract from the value of the Entity Assets or materially impair the use of the Entity Assets in the operation of the Business,

(r)                              leases, including equipment leases, entered into the Ordinary Course of Business,

(s)                             the terms and conditions of, and Encumbrances arising under, any and all Contracts pertaining to the Business, including Material Contracts,

(t)                              obligations under Applicable Laws, Environmental Laws and Abandonment and Reclamation Obligations,

(u)                           any cash collateral which secures outstanding letters of credit or bankers’ acceptances under banking facilities,

(v)                           zoning entitlement and other land use laws, rules or regulations,

(w)                         Encumbrances with respect to capital leases,

(x)                           Encumbrances securing obligations of any of the Purchased Entities to any of the other Purchased Entities,

(y)                           any Encumbrance filed or registered, or in respect of which notation has been made, at any land titles, land registry and/or recorder’s office, or in any public registry in any jurisdiction in which any of the Entity Assets are located, or at any of the personal property registries in Alberta, Saskatchewan, Manitoba, Ontario and Nova Scotia, and any Encumbrance reflected in the real property records of any applicable Governmental Authority in the United States in which any of the Entity Assets are located,

(z)                            Encumbrances in favour of, held by, or created by, Purchaser or any of Purchaser’s Affiliates,

(aa)                    Encumbrances described or referred to in Schedule 1.1E or any other Schedule attached hereto,

(bb)                    any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Encumbrance referred to in the preceding

17

subparagraphs, so long as any extension, renewal or replacement of such Encumbrance is limited to all or any part of the same property that secured the Encumbrance extended, renewed or replaced (plus improvements on such property) and the indebtedness or obligation secured thereby is not increased,

(cc)                      any Encumbrance held by a Person encumbering the Entity Assets, or any part or portion thereof, in respect of which Vendor delivers a valid written release or no interest letter to Purchaser at or prior to Closing,

(dd)                    Claims relating to title to the Entity Assets described or referred to in Schedule 1.1E, Schedule 1.1H (but only for those claims listed under the heading “Claims Related to NGL Business”) or Schedule 4.22(a), and

(ee)                      the limited ownership interest of Shell Canada Limited or its successor provided for in the Agreement for the Purchase and Sale of Natural Gas Liquids, dated March 8, 1989, as amended, and the Agreement for the Construction, Ownership and Operation of Natural Gas Liquids Facilities, dated April 1, 1990, as amended, each made between Amoco Canada Petroleum Company Ltd. and Shell Canada Limited relating to:

(i)                                     Fort Saskatchewan and Edmonton Storage,

(ii)                                  Superior Storage, and

(iii)                               Sarnia Storage and Fractionation,

as defined in Schedule 1 to the first agreement described above;

provided, however, notwithstanding the foregoing, Financial Encumbrances shall not be “Permitted Encumbrances”.

“Permitted Pre-Closing Actions” means any of the following:

(a)                                 the Reorganization and any and all steps and actions contemplated thereby,

(b)                                 the transfer of Excluded Assets by any of the Purchased Entities to any Affiliate of Vendor, including the assignment of the IST Contracts by any of the Purchased Entities to an Affiliate of Vendor,

(c)                                  the transfer of assets related to the Business to any of the Purchased Entities by any Affiliate of Vendor, provided such transfer shall not be materially adverse to the Business,

(d)                                 the settlement of accounts between Purchased Entities, on the one hand, and Vendor and its Affiliates (other than the Purchased Entities) on the other and all steps and transactions related thereto, and

(e)                                  anything done or not done with the written consent of Purchaser.

18

“Person” means any individual, sole proprietorship, partnership, limited partnership, corporation, limited or unlimited liability company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority or other entity, and a natural person in such person’s capacity as trustee, executor, administrator or other legal representative.

“Personal Information” means identifiable information about an Entity Employee.

“Previously Owned Asset Agreements” means any Contracts, whether an ownership or operating agreement, a purchase and sale agreement or any other type of agreement, to which a Purchased Entity or any predecessor thereof is a party and which relates to a Previously Owned Asset.  For the avoidance of doubt, “Previously Owned Asset Agreements” includes that certain [*****].

“Previously Owned Assets” means all of the tangible and intangible property (whether real, personal, absolute or contingent, legal or beneficial or mixed), rights, benefits, privileges and other property or assets previously owned or held by the Purchased Entities or their predecessors in interest and that were used by them in connection with the Business.  For the avoidance of doubt, “Previously Owned Assets” includes [*****].

“Privacy Laws” means any and all Laws relating to privacy and the collection, use and disclosure of Personal Information, including the Personal Information Protection and Electronic Documents Act (Canada) and/or any comparable provincial law (including the Personal Information Protection Act (Alberta)).

“Purchase” means the purchase by Purchaser of the Shares from Vendor as contemplated by this Agreement.

“Purchase Money Obligations” means any debt or other obligations of any of the Purchased Entities created or assumed to finance any part of the purchase price of real or tangible personal property, including any extensions, renewals or refunding of any such debt.

“Purchase Price” has the meaning given to that term in Section 3.1.

“Purchase Price Allocation” has the meaning given to that term in Section 3.6.

“Purchased Entities” means the Corporation and each of the other corporations and entities listed in Schedule 1.1F.

“Purchaser Guarantor” means Plains All American Pipeline, L.P.

“Purchaser Indemnified Abandonment and Reclamation Obligations” means Abandonment and Reclamation Obligations in any way, directly or indirectly, caused by, arising from, incurred in connection with or relating to:

(a)                                 the Business,

[*****] indicates redacted terms for which confidential treatment has been requested from the SEC. The redacted information has been filed separately with the SEC.

19

(b)                                 the ownership or operation of any of the Entity Assets, including Abandonment and Reclamation Obligations incurred under Previously Owned Asset Agreements that relate to Entity Assets, or

(c)                                  any of the activities carried out in connection with the Business,

provided, however, that “Purchaser Indemnified Abandonment and Reclamation Obligations” shall not include any matter for which and to the extent that Vendor is liable to Purchaser under the indemnities contained in Section 10.1(a) for a breach of the representations and warranties set forth in Sections 4.21 only, Section 10.4, or Section 10.5.

“Purchaser Indemnified Environmental Liabilities” means Environmental Liabilities in any way, directly or indirectly, caused by, arising from, incurred in connection with or relating to:

(a)                                 the Business,

(b)                                 the ownership or operation of any of the Entity Assets, including Environmental Liabilities incurred under Previously Owned Asset Agreements that relate to Entity Assets, or

(c)                                  any of the activities carried out in connection with the Business,

provided, however, that “Purchaser Indemnified Environmental Liabilities” shall not include any matter for which and to the extent that Vendor is liable to Purchaser under the indemnities contained in Section 10.1(a) for a breach of the representations and warranties set forth in Sections 4.21 only, Section 10.4, or Section 10.5.

“Purchaser Indemnified Parties” has the meaning given to that term in Section 10.1(a)

“Purchaser Parent Guarantee” means the guarantee executed and delivered to Vendor by Purchaser Guarantor concurrently with the execution and delivery of this Agreement.

“Purchaser’s Counsel” means ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP.

“Purchaser’s Conditions” has the meaning given to that term in Article 7.

“Purchaser’s ICF Objection” has the meaning given to that term in Section 3.4(b).

“Purchaser’s Objection” has the meaning given to that term in Section 3.3(b).

“Purchaser’s Process Agent” has the meaning given to that term in Section 9.20.

“Regulatory Condition” has the meaning given to that term in Section 7.3.

“Regulatory Condition Deadline” means June 30, 2012.

“Related Party” means, in reference to a Party or the Purchased Entities, as the case may be:

(a)                                 its Affiliates,

(b)                           its directors, officers and employees,

20

(c)                            its Affiliates’ directors, officers and employees,

(d)                           its Representatives, and

(e)                            its Affiliates’ Representatives.

“Release” means any actual, alleged or threatened release, escape, spill, emission, leaking, seepage, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Hazardous Substance on, into or through the Environment.

“Reorganization” means the transactions and other matters described or referred to in Schedule 1.1G and any changes thereto which would not reasonably be expected to materially and adversely affect the value of the Business to Purchaser.

“Representatives” means, in reference to a Person, its representatives, agents, legal counsel, consultants and advisors and, in reference to Vendor, includes Vendor’s Counsel and Vendor’s Investment Bankers.

“Required Approvals” means the Competition Act Approval, the Investment Canada Act Approval and the Canada Transportation Act Approval.

“Senior Officers” means with respect to:

(a)                                 Vendor, a managing director of Vendor;

(b)                                 the Corporation, the President and the Secretary of the Corporation; and

(c)                                  Purchaser, the President and the Secretary of Purchaser.

“Share Documents” has the meaning given to that term in Section 7.9(a).

“Shares” means all of the issued and outstanding common shares in the capital of the Corporation at the Closing Time.

“Tax” or “Taxes” means all taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Authority, together with all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof (including the failure to withhold, collect or remit any tax), including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, large corporation, capital gain, alternative minimum, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, employer health, payroll, employment, health, social services, education and social security tax, all surtaxes, all customs duties and import and export taxes, and all employment insurance, health insurance and Canada and other Governmental Authority pension plan and workers compensation premiums or contributions, but for greater certainty does not include the Cash Tax Adjustment as defined in Schedule 1.1M.

“Tax Act” means the Income Tax Act (Canada).

21

“Tax Benefit” has the meaning given to that term in Section 11.1(d).

“Tax Claim” has the meaning given to that term in Section 11.7(a).

“Tax Rate” has the meaning given to that term in Section 11.1(d).

“Tax Records” means any and all Tax Returns and working papers relating to the preparation of Tax Returns, correspondence with Tax authorities in relation to Tax matters and all paper and electronic files and data related thereto.

“Tax Returns” includes all returns, reports, declarations, elections, designations, notices, filings, forms, information returns, remittances and similar statements filed or required to be filed with a Governmental Authority or provided or required to be provided to any Governmental Authority in respect of Taxes.

“Third Party Claim” means any Claim made against a Party or any of its Related Parties by another Person other than the other Party or any of the other Party’s Related Parties.

“Title and Operating Documents” means:

(a)                                 certificates of title, deeds, leases, documents granting underground storage rights, rights-of-way, easements, including pipeline easements, licenses, road use agreements, permits and other contracts granting surface interests and other documents of title,

(b)                                 purchase and sale agreements,

(c)                                  agreements for the construction, ownership and operation of facilities,

(d)                                 agreements providing for the gathering, measurement, processing, compression or transportation of NGLs,

(e)                                  operating agreements and procedures,

(f)                                   trust declarations and other agreements, and

(g)                                  agreements for the purchase, sale, fractionation, extraction or storage of natural gas and NGLs or the purchase or sale of crude oil, natural gas and synthetic crude oil,

by virtue of which the Entity Assets are held or which pertain to the ownership, development or operation of the Entity Assets.

“Trade Secrets” has the meaning given to that term in the definition of Intellectual Property.

“Transition Services Agreement” means an agreement substantially in the form attached as Exhibit D.

“Treaty-Protected Property” has the meaning given to that term in subsection 248(1) of the Tax Act.

22

“United States Dollars”, “U.S. Dollars” and “U.S. $” means lawful money of the United States of America.

“U.S.” or “United States” means the United States of America.

“U.S. GAAP” means accounting principles generally accepted in the United States of America.

“U.S. Purchased Entities” has the meaning given to that term in Section 9.15.

“Vendor Fundamental Representations” has the meaning given to that term in Section 6.4(a).

“Vendor Guarantor” means BP Corporation North America Inc.

“Vendor Indemnified Abandonment and Reclamation Obligations” means Abandonment and Reclamation Obligations in any way, directly or indirectly, caused by, arising from, incurred in connection with or relating to:

(a)                                 the Non-NGL Business,

(b)                           the ownership or operation of any of the Excluded Assets or any of the other properties and assets owned or operated by the Purchased Entities or their predecessors used in connection with the Non-NGL Business,

(c)                            any of the activities carried out by the Purchased Entities or their predecessors in connection with the Non-NGL Business, or

(d)                           the ownership or operation of any of the Previously Owned Assets,

excluding Abandonment and Reclamation Obligations under the Previously Owned Asset Agreements that relate to the Entity Assets.

“Vendor Indemnified Environmental Liabilities” means Environmental Liabilities in any way, directly or indirectly, caused by, arising from, incurred in connection with or relating to:

(a)                                 the Non-NGL Business,

(b)                           the ownership or operation of any of the Excluded Assets or any of the other properties and assets owned or operated by the Purchased Entities or their predecessors used in connection with the Non-NGL Business,

(c)                            any of the activities carried out by the Purchased Entities or their predecessors in connection with the Non-NGL-Business, or

(d)                           the ownership or operation of any of the Previously Owned Assets,

excluding Environmental Liabilities incurred under the Previously Owned Asset Agreements that relate to the Entity Assets.

“Vendor Indemnified Litigation Claims” means those Claims described, referred to or listed in Schedule 1.1H.

23

“Vendor Indemnified Matters” means and refers to any Liability, Loss or Claim in respect of which Vendor is obligated to indemnify a Purchaser Indemnified Party hereunder.

“Vendor Indemnified Parties” has the meaning given to that term in Section 10.1(a).

“Vendor Parent Guarantee” means the guarantee executed and delivered to Purchaser by Vendor Guarantor concurrently with the execution and delivery of this Agreement.

“Vendor’s Conditions” has the meaning given to that term in Article 8.

“Vendor’s Counsel” means Fraser ▇▇▇▇▇▇ Casgrain LLP.

“Vendor’s ICF Review Period” has the meaning given to that term in Section 3.4(c).

“Vendor’s Insurance” has the meaning given to that term in Section 9.11.

“Vendor’s Investment Bankers” means Credit Suisse Securities (Europe) Limited and its Affiliates.

“Vendor’s Process Agent” has the meaning given to that term in Section 9.20.

“Vendor’s Review Period” has the meaning given to that term in Section 3.3(c).

“Warranty Notice Period” has the meaning given to that term in Section 6.4(a).

“Working Capital Amount” means the amount, whether positive or negative, calculated as of the Effective Time for the Purchased Entities to the extent only that such amount (and the components thereof referred to below) relates to the Business or the Entity Assets, equal to the aggregate of:

(a)                                 cash on hand or on deposit with banks or other depositories,

(b)                           accounts receivable and accrued receivables, including any Tax receivable (other than amounts that are, or relate to, income Taxes) and including any account receivable or accrued receivable from or owed by any of the Affiliates of a Purchased Entity, less the allowance for doubtful accounts,

(c)                            prepaid expenses including prepaid Taxes, Tax instalments paid to Governmental Authorities, amounts on deposit with Governmental Authorities relating to Tax matters, reassessments or appeals and operating advances, but in all cases excluding amounts that are, or relate to, income Taxes,

(d)                           Discretionary Inventory and Exchange Inventory, and

(e)                            other current assets not described above, including any ▇▇▇▇-to-market balance sheet amounts of financial derivatives contracts,

minus

(f)                             U.S. $185,212,000,

24

(g)                           accounts payable and accrued current liabilities, including any Tax payable (other than amounts that are, or relate to, income Taxes), including the accrued Exchange Inventory liability and including any account payable or accrued liability to or payable to any of the Affiliates of a Purchased Entity,

(h)                           accrued Taxes relating to any period ended at or before the Effective Time, whether or not the same have become due, and calculated on the assumption that each of the Purchased Entities had a fiscal year for purposes of the relevant tax legislation ending at the Effective Time, but in all cases excluding amounts that are, or relate to, income Taxes,

(i)                               other current liabilities not described above, including any ▇▇▇▇-to-market balance sheet amounts of financial derivative contracts, but specifically excluding provisions for Abandonment and Reclamation Obligations and Environmental Liabilities included in the Interim Financial Statements,

(j)                               liabilities identified on the balance sheet in the Interim Financial Statements as “Noncurrent liabilities — Other payables”, and

(k)                            any other liabilities of the Purchased Entities as of the Effective Time as determined in accordance with IFRS.

For the purposes of this definition:

(i)                                     Discretionary Inventory and Exchange Inventory shall be valued in accordance with Schedule 1.1I.

(ii)                                  inventory, other than NGL Inventory, shall be valued at book value,

(iii)                               for clarity, Tax receivables and Tax payables will include receivables and payables for or in respect of goods and services and harmonized sales taxes due to or from the Purchased Entities, but not recovered or paid at the Effective Time,

(iv)                              accounting provisions for deferred income taxes shall not be treated as a current asset or a current liability and will not affect the calculation of the Working Capital Amount,

(v)                                 all amounts shall be calculated on a consolidated basis without duplication for the Purchased Entities in accordance with IFRS,

(vi)                              any contingent Tax liabilities contemplated by Section 4.25(e) shall not be taken into account in calculating the Working Capital Amount,

(vii)                           amounts in respect of any item that is otherwise expressed in a currency other than U.S. Dollars shall be translated into U.S. Dollars at the Exchange Rate on September 30, 2011, and

25

(viii)                        the Working Capital Amount shall not include the value of NGL Inventory other than Discretionary Inventory, and shall exclude amounts in respect of the Excluded Assets.

1.2                               Certain Rules of Interpretation

In this Agreement (including the Schedules):

(a)                            all references to a time are references to local time in Calgary, Alberta,

(b)                           except as otherwise expressly provided herein, all references to money amounts are to United States Dollars,

(c)                            references to an Article, Section or Schedule mean and refer to the specified Article, Section or Schedule of or to this Agreement,

(d)                           descriptive headings or titles of Articles, Sections and Schedules have been inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of those Articles, Sections or Schedules, and shall not be used in interpreting those Articles, Sections or Schedules,

(e)                            use of words in the singular or plural shall include the other, or with a particular gender shall include any other gender, and shall not limit the scope or exclude the application of any provision of this Agreement to any Person or Persons or circumstances as the context otherwise permits;

(f)                              whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement:

(i)                                     unless otherwise provided herein, that approval or consent may not be unreasonably withheld, conditioned or delayed, and

(ii)                                  if notification of that approval or consent (or the refusal of that approval or consent) is not delivered within the applicable time limit, then, unless otherwise expressly specified herein, the Party whose consent or approval is required shall be conclusively deemed not to have provided its approval or consent,

(g)                           except as otherwise expressly provided herein, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends, and by extending the period to the next Business Day following, if the last day of the period is not a Business Day,

(h)                           except as otherwise expressly provided herein, whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, that payment shall be made or action taken on the next Business Day following that day,

26

(i)                               where the words “including” or “includes” appear in this Agreement, including the Schedules, those words mean “including (or includes) without limitation”,

(j)                               any references herein to an agreement, instrument or writing shall be a reference to that agreement, instrument or writing, as amended from time to time prior to the date hereof,

(k)                            any reference herein to a law, statute, regulation or other enactment shall be a reference to that law, statute, regulation or enactment as amended, replaced or superseded from time to time, and

(l)                               all references in this Agreement to the words “herein”, “hereby”, “hereof”, “hereto”, and words of similar meaning refer to this Agreement as a whole and not to any particular Article, Section or Schedule except as otherwise expressly provided herein.

1.3                               Knowledge

(a)                            Unless and to the extent specifically provided otherwise, any reference in this Agreement (including in the Schedules) to “the knowledge” or to “the best of the knowledge” of Vendor or to any matter of which Vendor is “aware” or expressions of similar meaning will be deemed to mean the actual knowledge or awareness of the individuals named in Part 1 of Schedule 1.3 without any obligation on those individuals to make investigation or inquiry.

(b)                           Unless and to the extent specifically provided otherwise, any reference in this Agreement to “the knowledge” or to “the best of the knowledge” of Purchaser or to any matter of which Purchaser is “aware” or expressions of similar meaning will be deemed to mean the actual knowledge or awareness of the individuals named in Part 2 of Schedule 1.3, without any obligation on those individuals to make investigation or inquiry.

1.4                               Entire Agreement

Other than the Confidentiality Agreements, this Agreement, including the Schedules and Exhibits hereto, constitutes the entire agreement among the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

1.5                               Governing Law

This Agreement and any non-contractual obligation arising out of or in connection with this Agreement shall be governed by and interpreted in accordance with the laws of Alberta and the laws of Canada applicable therein, and shall be treated in all respects as an Alberta contract.

1.6                              Accounting Principles

Except as otherwise expressly provided herein:

(a)                            references to generally accepted accounting principles means a reference to those principles as they are stated from time to time, and

27

(b)                           all accounting terms not otherwise defined in this Agreement have the meanings assigned to them,

in accordance with IFRS.

1.7                               Currency Conversion

Except as otherwise expressly provided herein,

(a)                            all amounts referred to herein with respect to the calculation, but not the payment, of any Liabilities, Losses and Claims that would otherwise normally be denominated, quantified or calculated in Canadian Dollars shall, for purposes of this Agreement, be converted to U.S. Dollars at the Exchange Rate as of the date on which the Loss, Liability or Claim is suffered, sustained or incurred by or made against the relevant Person, and

(b)                           all amounts referred to herein with respect to payments required to be made in U.S. Dollars that would otherwise normally be denominated in Canadian Dollars shall, for purposes of this Agreement, be converted to and paid in U.S. Dollars at the Exchange Rate as of the date of payment.

1.8                               Disclosure

Reference to any matter on any Schedule shall not be deemed to be an acknowledgement by Vendor, or to otherwise imply, that the matter meets or exceeds any applicable threshold of materiality or any other relevant threshold.

1.9                               Parol Evidence

All:

(a)                            proposed unsigned drafts of this Agreement and of documents delivered pursuant to this Agreement, and

(b)                           comments thereon provided or made by any Party or its advisors directly in connection with the negotiation of this Agreement and the transactions contemplated hereby,

are confidential and agreed to have been and to be made on a “without prejudice” basis, such that in any legal proceeding the subject or outcome of which materially involves or depends on the interpretation of this Agreement or any such document, none of the Parties shall:

(c)                            enter any of the said comments or drafts in evidence in any such proceeding,

(d)                           make any of the said comments or drafts available to any party to such proceeding, or

(e)                            refer to any of the said comment or drafts in any such proceeding,

unless required by Law.

28

1.10                        Schedules

The Schedules and Exhibits to this Agreement, as listed below, are attached to and are an integral part of this Agreement:

SCHEDULES

29

30

1.11                        Interpretation if Closing Does Not Occur

If Closing does not occur, each provision of this Agreement which presumes that Purchaser has acquired the Shares shall be construed as having been contingent on Closing having occurred.

1.12                        Conflicts

Except as otherwise expressly provided herein, if there is any conflict or inconsistency between a provision of the body of this Agreement and that of a Schedule or a Closing Document, the provision of the body of this Agreement shall prevail.

ARTICLE 2
PURCHASE AND SALE

2.1                               Actions by Vendor and Purchaser Regarding Purchase

(a)                            Subject to Section 2.1(b) and the other terms and conditions of this Agreement, at the Closing Time:

(i)                                     Vendor shall sell the Shares to Purchaser and Purchaser shall purchase the Shares from Vendor,

(ii)                                  Purchaser shall pay the Purchase Price to Vendor, and

(iii)                               each Party shall deliver to the other Party all documents required to be delivered by it pursuant to Article 7 or Article 8, as the case may be.

(b)                           The Parties agree that if the Closing Date is not a Business Day, then:

(i)                                     the Closing Consideration and the documents required to be delivered pursuant to Article 7 and Article 8 shall be delivered as follows:

(A)                              the Closing Consideration shall be delivered by Purchaser, and the Share Documents shall be delivered by Vendor, to one or more of the Escrow Agents;

(B)                                the documents required to be delivered pursuant to Section 7.9 by Vendor, other than the Share Documents, shall be delivered by Vendor to Purchaser’s Counsel; and

(C)                                the documents required to be delivered pursuant to Section 8.9 by Purchaser shall be delivered by Purchaser to Vendor’s Counsel;

31

in each case on the Business Day immediately preceding the Closing Date to be held in escrow by the Escrow Agents, Purchaser’s Counsel or Vendor’s Counsel as the case may be pursuant to the Escrow Agreements by the Escrow Agents and by counsel upon mutually agreed upon escrow conditions, in each case, giving effect to the terms of this Section 2.1(b),

(ii)                                  at the Closing Time, if the Vendor’s Conditions have been satisfied or waived by the Vendor in accordance with this Agreement, Vendor shall so notify each of the Escrow Agent and Purchaser’s Counsel in writing (with a copy to the Purchaser), and, in like manner, if the Purchaser’s Conditions have been satisfied or waived by Purchaser in accordance with this Agreement, Purchaser shall so notify each of the Escrow Agent and Vendor’s Counsel in writing (with a copy to the other Vendor),

(iii)                               if the Vendor’s Conditions and the Purchaser’s Conditions have been satisfied or waived by the applicable Party and notice thereof given by both Parties in writing as contemplated by Section 2.1(b)(ii), then on the Business Day next following the Closing Date, the Escrow Agent and Vendor’s Counsel, as applicable, shall release to Purchaser the Share Documents and the other Closing Documents to which Purchaser is entitled hereunder, and the Escrow Agents and Purchaser’s Counsel, as applicable, shall release to Vendor the Closing Consideration and the other Closing Documents to which Vendor is entitled hereunder, provided that no Closing Documents, including the Share Documents, shall be released from escrow until Vendor has confirmed receipt of the Closing Consideration and has so notified the Escrow Agents and Purchaser’s Counsel (which Vendor agrees to do promptly upon receiving confirmation of receipt of the Closing Consideration) at which time such Closing Documents, including the Share Documents, shall be released to the Parties as provided above.

(iv)                              upon release of the documents and payments as contemplated by and in accordance with Section 2.1(b)(iii), Closing shall be deemed to have occurred at the Closing Time and legal title to and beneficial ownership of the Shares shall be deemed to have passed to Purchaser at the Closing Time and all right, title and interest in and to the Closing Consideration shall be deemed to have passed to Vendor at the Closing Time, and

(v)                                 if notices by both Purchaser and Vendor are not given pursuant to Section 2.1(b)(ii) at the Closing Time, then, on the Business Day next following the Closing Date, the Escrow Agent and Vendor’s Counsel, as applicable, shall return to Purchaser the Closing Consideration and the other Closing Documents delivered by Purchaser in escrow, and the Escrow Agent and Purchaser’s Counsel, as applicable, shall return to Vendor the Share Documents and the other Closing Documents delivered by Vendor in escrow, without prejudice to the right of either Party to seek such remedies as may be available to it under Article 12 as a result of Closing having failed to occur.

32

2.2                               Place of Closing

The Closing shall take place at the Closing Time at the principal business office of Vendor in Rotterdam, Netherlands, and the offices of Vendor’s Counsel in Calgary, Alberta, or at such other place as may be agreed upon in writing by Vendor and Purchaser.  The Closing Documents referred to in Section 7.9(a) to (d) and Section 8.9(b) shall be delivered at Rotterdam, Netherlands and the remaining Closing Documents shall be delivered in Calgary, Alberta.

2.3                               Tender

Any tender of documents or money under this Agreement may be made on the Parties or their respective counsel and, except as otherwise expressly provided herein, money shall be tendered by wire transfer of immediately available funds to the account specified by the Party to which payment is being made.  Notwithstanding anything to the contrary herein contained, Closing shall be deemed not to have occurred until, in respect of any wire transfer of funds to be effected at or before the Closing Time, the recipient of such wire transfer shall have received confirmation from its bank of the receipt of such funds.

2.4                               Escrow Agreement

The Parties shall use their utmost good faith to negotiate and enter into one or more Escrow Agreements and agree upon escrow arrangements among counsel providing for the matters contemplated in Section 2.1(b) within fifteen (15) Business Days of the date hereof.

ARTICLE 3
PURCHASE PRICE

3.1                               Purchase Price

The amount payable by Purchaser to Vendor for the Shares (the “Purchase Price”) shall be an amount equal to U.S.$1,665,800,000 (the “Base Price”), plus an amount equal to the Base Price multiplied by the Interest Rate multiplied by a fraction the numerator of which is the number of days from and including the Effective Date to but excluding the Closing Date and the denominator of which is 365.

The Purchase Price shall be subject to adjustment as expressly provided herein.

3.2                               Payment of Purchase Price and Interim Cash Flow Amount

(a)                            The Purchase Price shall be paid by Purchaser to Vendor as follows:

(i)                                     on execution and delivery of this Agreement, Purchaser shall pay to Vendor, or such other Person as Vendor directs in writing, U.S.$50,000,000 (the “Deposit”), provided however, that if this Agreement is executed on a day other than a Business Day or after-hours on a Business Day, Purchaser shall deliver the Deposit to Vendor, or such other Person as Vendor directs in writing, at the designated bank account before 12:00 noon (Calgary time) on the next Business Day, failing which Vendor may terminate this Agreement, and

33

(ii)                                  subject to Section 2.1(b), at the Closing Time, Purchaser shall pay to Vendor, or such other Person as Vendor directs in writing, an amount (the “Closing Consideration”) equal to the Purchase Price minus the Deposit, together with all interest accrued on the Deposit net of any withholding tax applicable to such interest.

Subject to Section 2.1(b), at the Closing Time, the Deposit, together with all interest accrued thereon net of any applicable withholding tax applicable to such interest in accordance with Section 3.2(b), shall be retained by Vendor and applied towards payment of the Purchase Price.

(b)                           The Deposit shall accrue interest at the Interest Rate.  Vendor will withhold and remit to the applicable Governmental Authority tax on such interest unless Purchaser provides appropriate documentation before the Closing Time that such withholding is not required.

(c)                            Each of the Parties agrees to the terms and conditions set forth in Schedule 3.2(d).  Subject to compliance by Vendor with the terms and conditions set forth in Schedule 3.2(d), no amount of the Purchase Price, or any adjustments thereto, shall be subject to any withholding on account of Taxes or otherwise.

(d)                           At least five (5) Business Days before the Closing Date, Vendor shall deliver to Purchaser wire transfer instructions for the payment of the Closing Consideration.

(e)                            Vendor shall cause the Closing Interim Cash Flow Amount (if positive) to be paid to the Corporation by wire transfer of immediately available funds to the Corporation not later than the Business Day immediately before the Closing Date.  At least five (5) Business Days before the Closing Date, Vendor shall establish a bank account in the name of the Corporation for this purpose and, subject to Closing occurring, at the Closing Time the signing authority for such account shall be changed from Vendor’s representatives to Purchaser’s representatives.  Vendor shall be entitled to cause the Corporation to pay to Vendor, prior to the Closing Date, the Closing Interim Cash Flow Amount (if negative).

3.3                               Post Closing Adjustment to the Working Capital Amount

(a)                            Schedule 3.3(a) contains a statement (the “Working Capital Statement”) setting forth the Working Capital Amount as determined by Vendor as at the Effective Time.  Within thirty (30) Business Days of the date hereof, Vendor will deliver to Purchaser general ledger detail for each line item in the Working Capital Statement and provide Purchaser with such additional detail with respect thereto as reasonably requested by Purchaser within a reasonable period of time following the request, but in no event later than 10 Business Days following such request.

(b)                           If, after the date hereof, Purchaser disputes Vendor’s determination of the Working Capital Amount as set forth in the Working Capital Statement, Purchaser will so notify Vendor, in writing, within 90 days of the receipt of the general ledger detail described in Section 3.3(a) (the “Purchaser’s Objection”).  The Purchaser’s Objection will set forth a specific description of the basis of the dispute and the adjustments to the Working Capital Statement that Purchaser believes should be made.  If Purchaser does not

34

deliver a Purchaser’s Objection within that 90 day period, the Working Capital Statement shall be deemed to be conclusive and binding on the Parties.

(c)                                  Vendor will have 60 days (the “Vendor’s Review Period”) from receipt of the Purchaser’s Objection to review the Purchaser’s Objection and respond to it in writing.  If Vendor does not respond in writing to the Purchaser’s Objection within the Vendor’s Review Period, the Working Capital Statement shall be adjusted in accordance with the Purchaser’s Objection and shall be deemed to be conclusive and binding on the Parties.  If Vendor does respond in writing within the Vendor’s Review Period, then the Parties will thereafter attempt in good faith to reach an agreement with respect to any matters in dispute.  If Vendor and Purchaser reach such agreement, the Working Capital Statement shall be adjusted in accordance with such agreement and shall be deemed to be conclusive and binding on the Parties.  If Vendor and Purchaser are unable to resolve the matters in dispute within fifteen (15) days following the end of the Vendor’s Review Period, either Vendor or Purchaser may notify the other in writing of their wish to have the matter finally resolved by Expert Determination pursuant to Section 3.5.

(d)                                 In the event the Working Capital Amount set out in the Working Capital Statement as finally settled pursuant to this Section 3.3 or Section 3.5, as the case may be, is greater than U.S.$10,000,000, Purchaser shall pay to Vendor, and the Purchase Price shall be increased by, the amount by which the Working Capital Amount is greater than zero.  In the event the Working Capital Amount set out in the Working Capital Statement as finally settled pursuant to this Section 3.3 or Section 3.5, as the case may be, is less than negative U.S.$10,000,000, Vendor shall pay to Purchaser, and the Purchase Price shall be decreased by, the amount by which the Working Capital Amount is less than zero.  No payment shall be required to be made under this Section 3.3(d) unless Closing occurs.

(e)                                  Any payment required pursuant to Section 3.3(d) shall be made within fifteen (15) Business Days following the final determination of the Working Capital Amount in accordance with this Section 3.3 or Section 3.5, together with interest thereon at the Interest Rate from and including the Effective Date to but excluding the date of payment.  No further adjustments shall be made to the Purchase Price with respect to the Working Capital Amount.  Any such payment (excluding the part thereof that is interest) shall be treated by Vendor and Purchaser as an adjustment to the Purchase Price.  Any interest paid by Purchaser shall be regarded as interest payable in consideration of the delayed payment of the Purchase Price at Closing.

(f)                                   Vendor and Purchaser shall cooperate, and shall cause the Purchased Entities to cooperate, with each other, to facilitate the settlement of the Working Capital Statement in accordance with this Section 3.3 or Section 3.5.  During the period of time from and after the date hereof through to the time the Working Capital Amount is finally determined in accordance with this Section 3.3 or Section 3.5, Vendor or Purchaser shall afford, and cause the Purchased Entities to afford, to the Accounting Firm, the Parties and the Parties’ Related Parties, in connection with the settlement of the Working Capital Statement as contemplated by this Section 3.3 or Section 3.5, reasonable access during normal business hours to all the Books and Records, properties, personnel and work papers in their possession relevant thereto.

35

(g)                            For greater certainty, no adjustment pursuant to this Section 3.3 shall be subject to any of the thresholds, deductibles or caps set forth in Articles 6 or 10.

(h)                           The Parties acknowledge and agree that the final determination of the Working Capital Amount may not occur until after Closing and any dispute with respect to the Working Capital Statement shall not delay Closing.

3.4                               Interim Cash Flow Adjustment

(a)                           Vendor shall prepare the Interim Period Financial Statements on a basis consistent with the Financial Statements and on a basis that fairly presents, in all material respects, the financial condition and results of operations for the Business as at the date thereof, and for the Interim Period.  Vendor shall also prepare a draft statement (the “Interim Period Cash Flow Statement”) setting forth the calculation, for the purpose of Closing, of the Interim Cash Flow Amount in accordance with Schedule 1.1M (the “Closing Interim Cash Flow Amount”).  Vendor shall deliver the draft Interim Period Financial Statements and a draft Interim Period Cash Flow Statement to Purchaser not later than five (5) Business Days prior to the Closing Date.  The draft Interim Period Financial Statements and the draft Interim Period Cash Flow Statement shall, to the extent necessary, use estimates made in good faith by Vendor.  Vendor shall deliver final Interim Period Financial Statements and a final Interim Period Cash Flow Statement not later than the later of: (i) sixty (60) days after the Closing Date, and (ii) fourteen (14) days after the Working Capital Statement is finally settled pursuant to Section 3.3 or Section 3.5.  Purchaser shall provide, and shall cause the Purchased Entities to provide, all such access to books and records and personnel as Vendor reasonably requires to prepare the final Interim Period Financial Statements and a final Interim Period Cash Flow Statement.

(b)                           If Purchaser disputes Vendor’s determination of the Interim Cash Flow Amount as set forth in the final Interim Period Cash Flow Statement, Purchaser will so notify Vendor, in writing, within 180 days from the date on which Vendor delivers to Purchaser the final Interim Period Cash Flow Statement (the “Purchaser’s ICF Objection”).  The Purchaser’s ICF Objection shall set forth a specific description of the basis of the dispute and the adjustments to the Interim Period Cash Flow Statement that Purchaser believes should be made.  If Purchaser does not deliver a Purchaser’s ICF Objection within that 180 day period, the final Interim Period Cash Flow Statement shall be deemed to be conclusive and binding on the Parties.

(c)                            Vendor will have 90 days (“Vendor’s ICF Review Period”) from receipt of the Purchaser’s ICF Objection to review the Purchaser’s ICF Objection and respond to it in writing.  If Vendor does not respond in writing to the Purchaser’s ICF Objection within the Vendor’s ICF Review Period, the final Interim Period Cash Flow Statement shall be adjusted in accordance with the Purchaser’s ICF Objection and shall be deemed to be conclusive and binding on the Parties.  If Vendor does respond in writing within the Vendor’s ICF Period, then the Parties will thereafter attempt in good faith to reach an agreement with respect to any matters in dispute.  If Vendor and Purchaser reach such agreement, the final Interim Period Cash Flow Statement shall be adjusted in accordance with such agreement and shall be deemed to be conclusive and binding on the Parties.  If Vendor and Purchaser are unable to resolve the matters in dispute within fifteen (15) days

36

following the end of the Vendor’s ICF Period, either Vendor or Purchaser may notify the other in writing of their wish to have the matter finally resolved by Expert Determination pursuant to Section 3.5.

(d)                           In the event the Interim Cash Flow Amount set out in the final Interim Period Cash Flow Statement as finally settled pursuant to this Section 3.4 or Section 3.5 (the “Final Interim Cash Flow Amount”) is greater than the Closing Interim Cash Flow Amount, Vendor shall cause to be paid to the Corporation the amount by which the Final Interim Cash Flow Amount is greater than the Closing Interim Cash Flow Amount.  In the event the Final Interim Cash Flow Amount is less than the Closing Interim Cash Flow Amount, Purchaser shall pay Vendor, or cause the Corporation to pay to Vendor, the amount by which the Final Interim Cash Flow Amount is less than the Closing Interim Cash Flow Amount.

(e)                            Any payment required pursuant to Section 3.4(d) shall be made within fifteen (15) Business Days following the final determination of the Interim Period Cash Flow Amount in accordance with this Section 3.4 or Section 3.5, together with interest thereon at the Interest Rate from and including the Effective Date to but excluding the date of payment.  Any such payment (excluding the part thereof that is interest) shall be treated by Vendor and Purchaser as an adjustment to the Purchase Price.  No further adjustments shall be made to the Purchase Price with respect to the Interim Period Cash Flow Amount.  Any interest paid by Purchaser shall be regarded as interest payable in consideration of the delayed payment of the Purchase Price at Closing.

(f)                             Vendor and Purchaser shall cooperate, and Purchaser shall cause the Purchased Entities to cooperate, with each other, to facilitate the settlement of the final Interim Period Cash Flow Statement in accordance with this Section 3.4 or Section 3.5.  During the period of time from and after the Closing Date through to the time the Interim Period Cash Flow Amount is finally determined in accordance with this Section 3.4 or Section 3.5, Vendor and Purchaser shall afford, and Purchaser shall cause the Purchased Entities to afford, to the Accounting Firm, the Parties and the Parties’ Related Parties, in connection with the settlement of the final Interim Period Cash Flow Statement as contemplated by this Section 3.4 or Section 3.5, reasonable access during normal business hours to all of the Books and Records, properties, personnel and work papers relevant thereto.

(g)                            For greater certainty, no adjustment pursuant to this Section 3.4 shall be subject to any of the thresholds, deductibles or caps set forth in Articles 6 or 10.

3.5                               Expert Determination

(a)                           If Vendor and Purchaser are unable to resolve matters in dispute as contemplated in Section 3.3(c) or 3.4(c) within 15 days following the end of the Vendor’s Review Period or Vendor’s ICF Review Period, as the case may be, either Vendor or Purchaser may notify the other in writing that the dispute shall be referred for resolution by the Accounting Firm in which case the Accounting Firm shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Working Capital Statement or the final Interim Period Cash Flow Statement, as the case

37

may be, requires adjustment.  Notwithstanding Section 9.20, which shall not apply to this Section 3.5, any dispute arising pursuant to Section 3.3(c) or 3.4(c) referred to the Accounting Firm in accordance with this Section 3.5 shall be resolved in accordance with the following:

(i)                                    The Accounting Firm shall act as an expert (and not as an arbitrator) in making its determination (the “Expert Determination”).  Any applicable law relating to arbitration shall not apply to the Accounting Firm or to the Expert Determination or the procedure by which the Expert Determination is reached.  For the avoidance of doubt, the Expert Determination shall not be referable to arbitration pursuant to Section 9.20.

(ii)                                 Within 5 Business Days of receiving the Accounting Firm’s written confirmation and acknowledgement of its appointment to act as expert in the Expert Determination, Vendor and Purchaser shall each prepare and deliver to the Accounting Firm: (A) a written statement (such statement not to exceed 10 pages) addressing the matters in dispute; and (B) any relevant supporting documents.  Vendor and Purchaser shall at the same time deliver to the respective other Party copies of its materials provided to the Accounting Firm.

(iii)                              The Accounting Firm shall be entitled to make a determination and issue its decision based only on the written statements and supporting documents received from Vendor and Purchaser.

(iv)                             For the avoidance of doubt, there shall be no unilateral communications between either Vendor or Purchaser and the Accounting Firm at any time during the Expert Determination.

(v)                                The Accounting Firm may obtain independent professional, legal and/or technical advice as it considers is reasonably required and it advises Vendor and Purchaser of its intention in advance of obtaining such assistance.

(vi)                             Vendor and Purchaser shall request that the Accounting Firm make its determination within twenty (20) Business Days after the Accounting Firm has delivered to Vendor and Purchaser the Accounting Firm’s written confirmation and acknowledgement of its appointment to act as expert in the Expert Determination.  Such determination shall be made in writing and shall include reasonable details regarding the reasons for the Accounting Firm’s determination.

(vii)                          In resolving any disputed item, the Accounting Firm must not assign a value to that item greater than the greatest value for that item claimed by either Vendor or Purchaser or less than the smallest value for that item claimed by either Vendor or Purchaser.  The Accounting Firm shall not have the jurisdiction to award any form of damages or costs or to award specific performance, injunctive relief or any other equitable relief, nor will the Accounting Firm have the authority to modify or amend, in any respect, the provisions of this Agreement or any related agreements.

38

(viii)                       Vendor and Purchaser agree that subject to Subsections 3.5(a)(ix) and 3.5(a)(x) below, any Expert Determination decision of the Accounting Firm made in accordance with this Section 3.5 shall be deemed to be agreed to and to be conclusive, final and binding on Vendor and Purchaser and may, where permitted and following the expiry of the ten (10) day period referred to in Section 3.5(a)(x), be filed in any court of competent jurisdiction and enforced by Vendor or Purchaser as a final judgment of such court.

(ix)                             Vendor or Purchaser may only challenge the Expert Determination decision of the Accounting Firm (A) for manifest error or fraud on the part of the Accounting Firm; (B) for failure by the Accounting Firm to disclose any relevant interest or duty which materially conflicts with its function as expert and/or which may prejudice the Expert Determination; or (C) by reason of the Accounting Firm having, in the Expert Determination, decided on any matter that is not, by the terms of this Section 3.5, expressly within the jurisdiction of the Accounting Firm.  Notwithstanding Section 9.20 of this Agreement, any challenge permitted to be made in respect of an Expert Determination decision of the Accounting Firm shall be made in the court of competent jurisdiction sitting in Calgary, Alberta.

(x)                                The Accounting Firm may, on its own initiative or at the written request of a Party (which must also be given to the other Party) correct, in a revised and replacement Expert Determination, any mathematical or typographical errors, in the Expert Determination, provided that no such correction shall be made unless it is made and the revised and replacement Expert Determination is delivered to the Parties within ten (10) days following the day upon which the Expert Determination decision was delivered to the Parties.

(xi)                             For the avoidance of doubt: (A) Section 9.20 of this Agreement shall not apply to challenges to Expert Determination decisions; and (B) apart from challenges to Expert Determination decisions of the Accounting Firm and the resolution of the disputes provided for in Section 8.5 of the Litigation Support Agreement, Vendor and Purchaser do not submit to the jurisdiction of the Alberta courts for purposes of resolving any disputes or disagreements that may arise out of, pursuant to or in connection with this Agreement.

(xii)                          Vendor and Purchaser will each pay one half of the fees and disbursements incurred by the Accounting Firm concerning any Expert Determination referred to the Accounting Firm.

(b)                           The Working Capital Statement or the final Interim Period Cash Flow Statement, as the case may be, shall be revised to reflect any revisions as agreed to by the Parties or as determined by the Accounting Firm.

3.6                              Purchase Price Allocation

Prior to the Closing Time, Vendor and Purchaser shall use reasonable and good faith efforts to agree in writing to an allocation of the Purchase Price consistent with Section 1060 of the Code and the U.S. Treasury regulations thereunder (the “Purchase Price Allocation”).  In the event

39

that agreement on Purchase Price Allocation is not reached by the Closing Time, neither Vendor nor Purchaser shall have any further obligation to attempt to agree on a Purchase Price Allocation.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF VENDOR

Vendor represents and warrants to Purchaser that:

4.1                               Incorporation and Registration

(a)                           Vendor is a duly incorporated corporation, validly existing under the laws of the Netherlands.

(b)                           Vendor Guarantor is a duly incorporated corporation and is validly existing under the laws of the State of Indiana.

(c)                            At the Closing Time, each of the Purchased Entities will be a corporation or other entity duly incorporated or formed and validly existing under the laws of the jurisdiction of its incorporation or formation as set forth in Schedule 1.1F and will have all necessary corporate or other power and capacity to own and lease its property and assets and to carry on the business conducted by it.

(d)                           At the Closing Time, each of the Purchased Entities will, in all material respects, be in good standing under the laws of the jurisdiction of its incorporation or formation and neither the nature of the business of, nor the locations or character of the property and assets owned or leased by, any of the Purchased Entities will require any of the Purchased Entities to be registered, licensed or otherwise qualified as an extra-provincial or foreign corporation in any jurisdiction where it is not so registered, licensed or qualified.

4.2                               Capitalization and Ownership

(a)                           At the Closing Time, the Corporation shall be a direct wholly-owned subsidiary of Vendor and each of the other Purchased Entities shall be a direct or indirect wholly-owned subsidiary of the Corporation.

(b)         Other than the other Purchased Entities and the ownership of ten (10) shares in the capital of Alberta One-Call Corporation (representing a 10.96% equity ownership interest therein), at the Closing Time, the Corporation shall have no subsidiaries.

4.3                               Right to Sell Shares

(a)                           At the Closing Time, Vendor shall have the exclusive right to sell, assign and transfer the Shares as provided in this Agreement.

(b)                           At the Closing Time, any restrictions on the transfer of the Shares that are set out in the Constating Documents of the Corporation will have been complied with so as to permit the transfer of the Shares to Purchaser.

40

(c)                            On the completion of the Purchase, Purchaser shall acquire from Vendor good legal and beneficial title to the Shares free and clear of all Encumbrances other than restrictions on transfers set out in the Constating Documents of the Corporation and any Encumbrances arising out of any action taken by Purchaser or any of its Affiliates.

(d)                           As of the date hereof, no person, other than Purchaser pursuant to this Agreement, has any agreement or option or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Vendor of any of the Shares.

(e)                            At the Closing Time, no person, other than Purchaser pursuant to this Agreement, shall have any agreement or option or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Vendor of any of the Shares.

4.4                               Shares of Purchased Entities

(a)                           At the Closing Time, the authorized capital of each of the Purchased Entities, other than Dome Petroleum LLC and 123456 Delaware LLC, shall be as set forth in Schedule 1.1F and the Shares shall be the only issued and outstanding shares in the capital of the Corporation.

(b)                           At the Closing Time, all of the issued and outstanding shares or member interests (as applicable) of the Purchased Entities shall have been duly and validly issued and shall be outstanding as fully paid and non-assessable shares or member interests, as the case may be.

(c)         At the Closing Time, all of the issued and outstanding shares of the Corporation shall be held by Vendor, and all of the issued and outstanding shares and member interests (as the case may be) of the other Purchased Entities shall be held by the Corporation or one or more of the directly or indirectly wholly-owned subsidiaries of Corporation, in each case free and clear of all Encumbrances other than restrictions on transfers set out in the Constating Documents of the Purchased Entities and any Encumbrances arising out of any action taken by Purchaser or any of its Affiliates.

(d)                           At the Closing Time, there will be no contract, option or other right (including preferential or other similar rights) of any Person binding upon, or which may become binding upon, the registered and beneficial owner of the shares or member interests (as applicable) of the Purchased Entities to sell, assign, pledge, charge, mortgage or transfer or in any other way dispose of or encumber any such shares other than, in the case of the Shares, rights in favour of Purchaser pursuant to this Agreement.

(e)                            At the Closing Time, there will be no securities convertible, exchangeable or exercisable into, or rights, options or warrants to purchase or otherwise acquire, any unissued shares or other ownership interests in the capital of any of the Purchased Entities.

(f)                             There exists no shareholder or other agreement or declaration which affects the transferability of the Shares, and there exists no voting trust agreement, unanimous shareholder agreement, share pooling agreement or other Contract restricting or

41

otherwise relating to voting or dividend rights with respect to the Shares or the shares or member interests (as applicable) of any of the Purchased Entities.

4.5                               Due Authorization

(a)                           Vendor has all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations hereunder.

(b)                           Vendor Guarantor has all necessary corporate power, authority and capacity to enter into the Vendor Parent Guarantee and to carry out its obligations under the Vendor Parent Guarantee.

(c)                            The execution and delivery of this Agreement and the performance of Vendor’s obligations under this Agreement have been duly authorized by all necessary corporate action on the part of Vendor.

(d)                           The execution and delivery of the Vendor Parent Guarantee and the performance of Vendor Guarantor’s obligations under the Vendor Parent Guarantee have been duly authorized by all necessary corporate action on the part of Vendor Guarantor.

(e)                            Except as described or referred to in Schedule 4.5(e), and subject to satisfaction of the Regulatory Condition, neither the execution and delivery of this Agreement by Vendor, nor the performance of Vendor’s obligations under this Agreement, nor the consummation of the Reorganization will conflict with, or result in the violation, termination or breach of, or render Vendor or the Purchased Entities in default of, or result in the termination or in a right of termination of, or accelerate the performance required by, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of:

(i)                                     the Constating Documents of Vendor or any of the Purchased Entities,

(ii)                                  any material Contract to which Vendor is a party or by which Vendor is bound,

(iii)                               any Applicable Laws, Environmental Laws or Governmental Authorizations applicable to Vendor.

(f)                             Neither the execution and delivery of the Vendor Parent Guarantee by Vendor Guarantor, nor the performance of Vendor Guarantor’s obligations under the Vendor Parent Guarantee will conflict with, or result in the violation or breach of, or render Vendor Guarantor in default of, or result in the termination or cancellation or in a right of termination or cancellation of, or accelerate the performance required by, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of:

(i)                                     the Constating Documents of Vendor Guarantor,

(ii)                                  any material Contract to which Vendor Guarantor is a party or by which Vendor Guarantor is bound, or

42

(iii)                               any Applicable Laws, Environmental Laws or Governmental Authorizations applicable to Vendor Guarantor.

4.6                              Enforceability of Obligations

(a)                           This Agreement constitutes a legal, valid and binding obligation of Vendor, enforceable against Vendor in accordance with its terms, subject to bankruptcy, winding-up, insolvency, moratorium, arrangement, reorganization and other similar laws affecting creditors’ rights generally and to general principles of equity.

(b)                           The Vendor Parent Guarantee constitutes a legal, valid and binding obligation of Vendor Guarantor, enforceable against Vendor Guarantor in accordance with its terms, subject to bankruptcy, winding-up, insolvency, moratorium, arrangement, reorganization and other similar laws affecting creditors’ rights generally and to general principles of equity.

4.7                               Required Approvals

Except as described or referred to in Schedule 4.7, and except for the Required Approvals and any Governmental Authorizations normally granted by the relevant Governmental Authority after Closing, and except for Governmental Authorizations the failure of which to obtain, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, no Governmental Authorizations are:

(a)                           required on the part of Vendor in connection with the Purchase or Vendor’s performance of its obligations under this Agreement,

(b)                           required on the part of the Purchased Entities in connection with the Purchase or to preserve the rights of the Purchased Entities under any existing Governmental Authorizations, or

(c)                            required on the part of Vendor Guarantor in connection with the performance of its obligations under the Vendor Parent Guarantee.

4.8                               Material Consents

Schedule 4.8 describes, refers to or lists all approvals or other consents required to be obtained under Material Contracts as a result of the transactions contemplated herein so as to (i) preserve the rights of the Purchased Entities under such Material Contracts, or (ii) not trigger any rights of any Person under any Material Contract that could vest if a change in control of any Purchased Entity occurs.

4.9                               Financial Statements

The Financial Statements (subject to usual year-end adjustments in the case of the Interim Financial Statements and taking into account the basis on which the Financial Statements were prepared as described in the notes to the annual financial statements contained in the Financial Statements and the other notes to the Financial Statements):

(a)                           are complete and accurate in all material respects, and

43

(b)                           fairly present, in all material respects, the financial condition and results of operations for the Business as at the respective dates of, and for the respective periods referred to in, such financial statements,

in accordance with IFRS consistently applied during the periods presented.

Purchaser acknowledges that as at the dates of and for the periods referred to in the Financial Statements certain Excluded Assets were included in the Business as at such dates and for such periods.

4.10                        Business Carried on in the Ordinary Course; Compliance with Applicable Laws and Environmental Laws

Except as described or referred to in Schedule 4.10, or as otherwise permitted or contemplated by this Agreement (including the Permitted Pre-Closing Actions), since September 30, 2011 to the date hereof:

(a)                           the Business has been carried on in the Ordinary Course of Business,

(b)                           the Business has been conducted in compliance, in all material respects, with all Applicable Laws and Environmental Laws,

(c)                            none of the Purchased Entities has acquired or disposed of or agreed to acquire or dispose of any Entity Assets other than in the Ordinary Course of Business, nor have any of the Purchased Entities incurred or assumed or agreed to incur or assume any liabilities other than in the Ordinary Course of the Business, and

(d)                           there has been no material adverse change in the financial condition or in the assets or liabilities of the Business arising from developments specific to the Business not generally affecting other entities similarly situated in the NGLs industry in Canada or the United States.

4.11                        Entity Assets

(a)                           Except for Permitted Encumbrances and those Encumbrances created after the date hereof in compliance with Sections 9.1 or 9.2:

(i)                                    Vendor does not warrant title to the Entity Assets, but does warrant that the Purchased Entities own their interests in the Entity Assets (which, in the case of the Material Facilities, are the undivided percentage ownership interests set forth in Schedule 1.1D and, in the case of the real property or leases thereof on or in which the Material Facilities that are operated by one of the Purchased Entities are located (other than pipeline rights of way and easements), are the undivided percentage ownership interests set forth in Schedule 4.11) (collectively the “said interests”), free and clear of all Encumbrances and Claims created by, through or under Vendor or any of its Affiliates or any of the Purchased Entities, and

44

(ii)                                  neither Vendor nor the Purchased Entities have committed any act or omission whereby any of the said interests of the Purchased Entities to the Entity Assets or any part or portion thereof may be cancelled or determined.

(b)                           Schedule 4.11 sets forth a true and complete list of (i) all leased real property on or in which the Material Facilities and storage caverns are located that are Leased Entity Assets excluding pipeline rights of way and easements, and (ii) the leases under which they are held, other than the real property and leases referred to in Section 4.11(a).

4.12                        Operation of Entity Assets

The Entity Assets, in respect of which any of the Purchased Entities is the operator, and, to Vendor’s knowledge, as at the date hereof, the Entity Assets, in respect of which none of the Purchased Entities is the operator, have been operated in accordance with good NGLs industry practice in Canada or, where applicable, the United States in effect at the time that the operations were conducted except to the extent failure to have done so would not reasonably be expected to have a Material Adverse Effect.

4.13                        Governmental Authorizations; Compliance Therewith

(a)                           The Purchased Entities hold all Governmental Authorizations required under Applicable Law to own or operate the Entity Assets owned or operated by them except to the extent failure to hold same would not reasonably be expected to have a Material Adverse Effect.

(b)                           Except as described or referred to in Schedule 4.13(b), to Vendor’s knowledge, none of the Purchased Entities is in default under any Governmental Authorization referred to in Section 4.13(a) except to the extent such defaults, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

4.14                        Material Contracts

(a)                           Schedule 4.14(a) includes, as at November 30, 2011, a complete and accurate list of all Material Contracts, a copy of each of which, other than the Confidential Contracts, has been made available to the Purchaser.

(b)                           Each of the Material Contracts (excluding non-contractual understandings and arrangements and any Material Contracts which have not been fully executed by the parties thereto) is enforceable in accordance with its terms, subject to bankruptcy, winding-up, insolvency, moratorium, arrangement, reorganization and other similar laws affecting creditors’ rights generally, and to general principles of equity.

(c)                            Except as described or referred to in Schedule 4.14(c), none of the Purchased Entities, and, to the knowledge of Vendor, no other party to any Material Contract, is in default under any Material Contract, except to the extent such defaults, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

45

4.15                        Powers of Attorney

Except to the extent referred to, described or listed herein or in Schedule 4.15, at the Closing Time, no Person will hold any outstanding power of attorney granted by any of the Purchased Entities other than powers of attorney granted by one Purchased Entity to one or more of the other Purchased Entities or the Entity Employees or as may have been provided under the Title and Operating Documents and the Material Contracts.

4.16                        Futures Transactions

At the Closing Time, none of the Purchased Entities will be party to any Futures Transaction, either as principal or surety, except as described, referred to or listed in Schedule 4.16.

4.17                        Certain Material Obligations and Authorizations for Expenditure

(a)                           Except as described, referred to or listed in Schedule 4.17, and except in respect of any Permitted Pre-Closing Actions, activities in the Ordinary Course of Business and obligations under Material Contracts, none of the Purchased Entities is a party to or bound by any Contract:

(i)                                    to acquire any shares or other securities of any corporation, partnership interests in any partnerships or any other equity interests in any other Person,

(ii)                                 to merge or consolidate with any other Person,

(iii)                              to sell or acquire any assets relating to the Business having a fair market value, individually, in excess of U.S.$1,000,000, or

(iv)                             to otherwise capitalize or invest in any business.

(b)                           Except as described, referred to or listed in Schedule 4.17, and except for those individual authorizations for expenditure relating to the Business which do not require expenditures by any of the Purchased Entities in an amount in excess of U.S.$1,000,000 (net to any Purchased Entity), as at the date of this Agreement, none of the Purchased Entities is in receipt of any outstanding authorization for expenditure in respect of jointly owned assets pursuant to which expenditures are required to be made in respect of the Business.

4.18                       Guarantees

Except as described or referred to in Schedule 4.18, at the Closing Time, none of the Purchased Entities will be a party to any Guarantee.

4.19                        Borrowed Money

Except as described or referred to in Schedule 4.19, and except for any indebtedness owed to another Purchased Entity at the Closing Time, none of the Purchased Entities will, at the Closing Time, have any indebtedness for borrowed money.

46

4.20                        Minute Books

The minute books of each of the Purchased Entities are complete and accurate in all material respects.

4.21                        Environmental Matters

(a)                           Except as described or referred to in Schedule 4.21(a):

(i)                                    as at the date hereof, neither Vendor nor any of the Purchased Entities has received any outstanding Environmental Order which gives rise to Purchaser Indemnified Environmental Liabilities and which either requires any work, repairs, construction or capital expenditures or has not been complied with in all material respects, except, in either such case, for any Environmental Orders the failure with which to have complied, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect,

(ii)                                 the Purchased Entities are in compliance with Environmental Laws in respect of the operation of the Entity Assets and the Business except to the extent failure to be in compliance would not reasonably be expected to have a Material Adverse Effect,

(iii)                              all known spills or similar incidents pertaining to or affecting the Entity Assets or the Business have been reported to the appropriate Governmental Authority to the extent required by Applicable Law except to the extent failure to have done so would not reasonably be expected to have a Material Adverse Effect, and

(iv)                             all waste disposal pertaining to or affecting the Entity Assets or the Business has been and is being conducted in accordance with Environmental Laws except to the extent failure to do so would not reasonably be expected to have a Material Adverse Effect.

(b)                           Except as specifically set forth in this Section 4.21, Vendor makes no representations or warranties with respect to any Environmental Matters, any Environmental Liabilities or any Abandonment and Reclamation Obligations, and no other provision of this Agreement shall in any way be interpreted as providing for or making any such representations or warranties.

4.22                        Litigation and Unsatisfied Judgements (other than Tax)

(a)                           As of November 30, 2011, Schedule 1.1H and Schedule 4.22(a), together, set forth a list of all open litigation Claims, other than Tax Claims, that have been served on, or, to Vendor’s knowledge, that are threatened in writing against, any of the Purchased Entities where the amounts claimed or threatened exceeds or could reasonably be expected to exceed $300,000.  Vendor makes no representation or warranty with respect to the validity or potential outcome of any of those Claims.

(b)                           There are no unsatisfied judgments against any of the Purchased Entities or any consent decrees or injunctions to which any of the Purchased Entities is subject.

47

4.23                        Employee Matters

(a)                           (i) All material terms of all Employment Agreements with the Purchased Entities or their Affiliates with respect to all of the Entity Employees have been disclosed or made available to Purchaser other than those terms contemplated by Section 4.23(a)(ii),  (ii) Vendor will, not later than thirty (30) days after the date of this Agreement, have provided Purchaser with all material current information related to the terms of employment of the Entity Employees, including without limitation for each Entity Employee their salary or wage, vacation entitlement and accumulated but unused vacation entitlement under the Employee Benefit Arrangements of Vendor and its applicable Affiliates, to enable the Purchaser to form and communicate to the Entity Employees terms of employment from and after Closing that meet the terms of Schedule 9.10 Part A and Schedule 9.10 Part B;  historical information, including but not limited to, performance, disciplinary, attendance, medical records and personnel files generally will only be provided for Canadian Entity Employees at Closing and will not be provided for U.S. Entity Employees, (iii) copies of all written Employment Agreements between the Purchased Entities and Entity Employees which contain a fixed term of employment (but not including, for clarity, employment agreements in letter form with employees which do not contain a fixed term of employment) have been made available to Purchaser, and (iv) none of the Employment Agreements between the Purchased Entities and the Entity Employees provide for change of control payments (which, for clarity, shall not include safety and operations bonuses payable on closing of the Purchase).

(b)                           All material terms of all Employee Benefit Arrangements of Vendor and its applicable Affiliates have been disclosed to or made available to Purchaser.

(c)                            At the Closing Time, the Purchased Entities will be in compliance in all material respects with all Employee Obligations.

(d)                           The Purchased Entities are not party to or bound by or subject to any collective bargaining agreement or similar arrangement with any labour union or employee association other than any agreement or arrangement, or a description of the material terms thereof, which has been disclosed or made available to Purchaser.

(e)                            No collective bargaining agreement is being negotiated by any of the Purchased Entities and there are no labour certification proceedings outstanding in respect of any of the employees of any of the Purchase Entities, and, to the knowledge of Vendor, there are no attempts to organize or certify any Entity Employees.

(f)                             There are no material claims or complaints, other than those in the Ordinary Course of Business, against any of the Purchased Entities relating to employment standards, occupational health and safety, human rights, privacy, labour relations, workers compensation, pay equity or employment equity, and none of the Purchased Entities is subject to any strikes, labour disputes or grievances.

(g)                            The Purchased Entities have complied in all material respects with all Applicable Laws relating to employment and occupational health and safety, and there are no material

48

liens or trust obligations of the Purchased Entities arising in connection with workers’ compensation, employment insurance, or pension or employment Laws.

(h)                           Appendix A of Part A of Schedule 9.10 and Appendix B of Part B of Schedule 9.10 contain, as of the date hereof, a complete and accurate record in all material respects of all the information listed in such Appendices with respect to the Entity Employees.

4.24                       Intellectual Property

(a)                           Schedule 4.24(a) describes, refers to or lists (i) all material Intellectual Property that will be owned by a Purchased Entity at the Closing Time, and (ii) all material Intellectual Property that will be used by a Purchased Entity under a license agreement between a Purchased Entity and a Person other than Vendor or any of its Affiliates at the Closing Time (collectively, “Entity IP”).  Vendor shall be entitled to revise Schedule 4.24(a) from time to time prior to Closing to reflect changes in Entity IP made in the Ordinary Course of Business by Vendor and its Affiliates and, upon delivery of a revised Schedule 4.24(a) to Purchaser, the revised Schedule 4.24(a) shall supersede and replace the Schedule 4.24(a) so revised, provided that such changes in Entity IP shall not result in material reductions or alterations in the functionality of the Dedicated ERP Environment.

(b)                           Except for Excluded IP, the Entity IP is all of the material Intellectual Property that will be required by the Purchased Entities to carry on the Business immediately following Closing substantially as such Business was carried on by the Purchased Entities immediately prior to Closing.

(c)                            Except as set forth in Schedule 4.24(c), as at the date hereof:

(i)                                    neither Vendor nor any of its Affiliates is party to any action or proceeding which involves a Claim by any of them that the use of any Intellectual Property by a third party infringes or misappropriates any Entity IP,

(ii)                                 neither Vendor nor any of its Affiliates is a party to any action or proceeding, and, to Vendor’s knowledge, no such action or proceeding is threatened, which involves a Claim by a third party that the use of any Entity IP infringes or misappropriates the Intellectual Property of such third party, and

(iii)                              neither Vendor nor any of its Affiliates is party to any action or proceeding and, to Vendor’s knowledge, no such action or proceeding is threatened, which involves a Claim by a third party challenging the validity or enforceability of any Entity IP.

4.25                        Taxes

For the Purchased Entities that are incorporated or formed in Canada (the “Canadian Purchased Entities”), the representations and warranties in this Section 4.25: (i) apply only in respect of taxation years or periods ending before the Closing Date that are within the “normal reassessment period”, as defined in subsection 152(3.1) of the Tax Act, of a Purchased Entity, and (ii) in respect of taxation years for any period ending before the Closing Date that are beyond the “normal reassessment period” of a Purchased Entity, apply only if the person filing a

49

Tax Return of a Purchased Entity in respect of such taxation year has made a misrepresentation or committed a fraud described in subparagraph 152(4)(a)(i) of the Tax Act, filed a waiver under subparagraph 152(4)(a)(ii) of the Tax Act, or if the assessment is made within the period and conditions specified under subparagraph 152(4)(b)(ii) or 152(4)(b)(iii) or the Tax Act.  For Dome Petroleum LLC and 123456 Delaware LLC, the representations and warranties in this Section 4.25 apply only in respect of any period for which the applicable period of limitations has not expired.

(a)                           Vendor has caused the Purchased Entities to duly and timely:

(i)                                    file all Tax Returns required to be filed by them and those Tax Returns are true, complete and accurate in all material respects,

(ii)                                 pay all Taxes (including instalments) due and payable by them, and

(iii)                              collect or withhold and timely remit to the appropriate Governmental Authorities all Taxes required to be collected or withheld by them,

and, except as provided in Schedule 4.25(a), as at the date hereof, there are no audits pending or threatened in writing by any Governmental Authority against any of the Purchased Entities in respect of Taxes.

(b)                           Each of the Purchased Entities, other than Dome Petroleum LLC and 123456 Delaware LLC, is a taxable Canadian corporation (as defined in the Tax Act).  No election has been filed under U.S. Treasury Reg. §301.7701-3(c) to classify Dome Petroleum LLC or 123456 Delaware LLC as an association for U.S. tax purposes.

(c)                            Each of the Purchased Entities, other than Dome Petroleum LLC and 123456 Delaware LLC, is duly registered under Subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) with respect to the goods and services tax and similar applicable provincial or territorial Tax legislation.

(d)                           Except as provided in Schedule 4.25(d), as at the date hereof, no material matter is under objection or appeal with any Governmental Authority relating to Taxes of any of the Purchased Entities.

(e)                            Vendor has disclosed to Purchaser all known contingent Tax liabilities that, as at the date hereof, would be reflected in the financial statements of any of the Purchased Entities prepared in accordance with IFRS and that could prompt a material assessment or reassessment of Taxes with respect to the Purchased Entities.

(f)                             The Purchased Entities have paid all material amounts to applicable Governmental Authorities required to be paid under the Canada Pension Plan and applicable employment insurance, employment pension plan and employee health insurance legislation in the relevant provinces and territories of Canada and any relevant foreign jurisdiction, and have withheld or collected and remitted in a timely manner to the applicable Governmental Authorities all material amounts of Taxes required to be withheld or collected and remitted by them.  None of the Purchased Entities has

50

received any requirement from any Governmental Authority pursuant to section 224 of the Tax Act which remains unsatisfied in any respect.

(g)                            None of the Purchased Entities has, or will have, an obligation to file any Tax Return or to pay any Tax under the laws of any jurisdiction other than Canada or the United States as a result of Entity Assets owned or activities conducted on or before the Closing Date in Canada or the United States.

(h)                           Vendor is not a foreign person for purposes of Section 1445 of the Code.

4.26                        Treaty-Protected Property

The Shares are Treaty-Protected Property in respect of which Vendor will provide a Treaty Exemption Certificate or Certificate of Proposed Disposition as contemplated in Schedule 3.2(d).

4.27                        Commissions and Fees

Neither Vendor nor any of the Purchased Entities has incurred any liability or obligation, contingent or otherwise, for brokerage fees, finder’s fees, agent’s commissions or other similar forms of compensation with respect to the transactions contemplated hereby for which Purchaser or any of its Affiliates or the Purchased Entities may be liable.

4.28                        [*****].

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Vendor that:

5.1                               Incorporation

(a)                           Purchaser is a duly incorporated corporation and is as at the date hereof validly existing under the laws of the Province of Alberta and will as at the Closing Date validly exist under the laws of the Province of Nova Scotia.

(b)                           Purchaser Guarantor is a limited partnership duly organized and validly existing under the laws of the State of Delaware.

5.2                               Due Authorization

(a)                           Purchaser has all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement.

(b)                           Purchaser Guarantor has all necessary power, authority and capacity to enter into the Purchaser Parent Guarantee and to carry out its obligations under the Purchaser Parent Guarantee.

[*****] indicates redacted terms for which confidential treatment has been requested from the SEC. The redacted information has been filed separately with the SEC.

51

(c)                            The execution and delivery of this Agreement and the performance of Purchaser’s obligations under this Agreement have been duly authorized by all necessary corporate action on the part of Purchaser.

(d)                           The execution and delivery of the Purchaser Parent Guarantee and the performance of Purchaser Guarantor’s obligations under the Purchaser Parent Guarantee have been duly authorized by all necessary partnership action on the part of Purchaser Guarantor.

(e)                            Subject to the receipt of all Required Approvals, neither the execution and delivery of this Agreement by Purchaser, nor the performance of Purchaser’s obligations under this Agreement will conflict with, or result in the violation or breach of, or render Purchaser in default of, or result in the termination or cancellation or in a right of termination or cancellation of, or accelerate the performance required by, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of:

(i)                                     the Constating Documents of Purchaser,

(ii)                                  any material Contract to which Purchaser is a party or by which Purchaser is bound, or

(iii)                               any Applicable Laws, Environmental Laws or Governmental Authorizations applicable to Purchaser.

(f)                             Neither the execution and delivery of the Purchaser Parent Guarantee by Purchaser Guarantor, nor the performance of Purchaser Guarantor’s obligations under the Purchaser Parent Guarantee will conflict with, or result in the violation or breach of, or render Purchaser Guarantor in default of, or result in the termination or cancellation or in a right of termination or cancellation of, or accelerate the performance required by, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of:

(i)                                     the Constating Documents of Purchaser Guarantor,

(ii)                                  any material Contract to which Purchaser Guarantor is a party or by which Purchaser Guarantor is bound, or

(iii)                               any Applicable Laws, Environmental Laws or Governmental Authorizations applicable to Purchaser Guarantor.

5.3                               Enforceability of Obligations

(a)                           This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, winding-up, insolvency, moratorium, arrangement, reorganization and other similar laws affecting creditors’ rights generally and to general principles of equity.

(b)                           The Purchaser Parent Guarantee constitutes a legal, valid and binding obligation of Purchaser Guarantor, enforceable against Purchaser Guarantor in accordance with its

52

terms, subject to bankruptcy, winding-up, insolvency, moratorium, arrangement, reorganization and other similar laws affecting creditors’ rights generally and to general principles of equity.

5.4                               Investment Canada Act

Purchaser is a non-Canadian within the meaning of the Investment Canada Act.

5.5                               Governmental Authorizations

Except for the Required Approvals, no Governmental Authorizations are required on the part of Purchaser or Purchaser Guarantor in connection with the Purchase or on the part of Purchaser in connection with the performance of its obligations under this Agreement or on the part of Purchaser Guarantor in connection with the performance of its obligations under the Purchaser Parent Guarantee.

5.6                               Commissions and Fees

Purchaser has not incurred any liability or obligation, contingent or otherwise, for any brokerage fees, finder’s fees, agent’s commissions or similar forms of compensation with respect to this Agreement or the transactions contemplated hereby for which Vendor or any of Vendor’s Affiliates may be liable.

5.7                               Purchaser as Principal

Purchaser is an accredited investor as defined in National Instrument 45-106 — Prospectus and Registration Exemptions and is acquiring the Shares in its capacity as principal, and is not purchasing the Shares for the purpose of resale or distribution to a third party.

5.8                               Sufficient Funds

Purchaser now has, and will at the Closing Time have, immediately available funds which, together with funds available to Purchaser pursuant to committed credit facilities, in respect of which complete and accurate copies of all publicly available agreements pertaining thereto have been made available to Vendor, are sufficient to pay all amounts payable by Purchaser hereunder.  The Purchase by Purchaser is not contingent or dependent on any financing.

5.9                               Purchaser Guarantor

Purchaser Guarantor has long term senior unsecured debt outstanding (being senior unsecured debt with a maturity of no less than one (1) year from the date on which such debt was incurred) rated not less than Investment Grade by two of S&P, Fitch and ▇▇▇▇▇’▇, or an equivalent issuer rating.  “Investment Grade” means at least “BBB-”, with respect to Standard & Poors and Fitch, and “Baa3”, with respect to Moody’s.  “S&P” means Standard & Poor’s, a division of the ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., “Fitch” means Fitch Ratings Ltd. and “Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc.

53

ARTICLE 6
REGARDING MATERIAL CLAIMS, REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1                               Material Claims

(a)                           For purposes of this Agreement, “Material Claim” means, in respect of any single incorrect or inaccurate representation or warranty made by Vendor in this Agreement or any single breach of any single covenant, that there has occurred or there could reasonably be expected to occur, as a result thereof, Losses to Purchaser or the Purchased Entities in excess of U.S.$1,000,000.  For purposes of determining whether any single incorrect or inaccurate representation or warranty or any single breach of any single covenant is a Material Claim, Purchaser may aggregate individual Claims, Liabilities or Losses if such Claims, Liabilities or Losses arise out of the same incident, including any single incident, the Loss in respect of which continues over a period of time; provided that incidents of the same kind that occur at different times or at different locations, for purposes of this Section 6.1(a), may not be aggregated.

(b)                           Other than in respect of:

(i)                                    the Vendor Fundamental Representations (and the indemnity in Section 10.1(a) related thereto),

(ii)                                 the representations and warranties contained in Section 4.25 and Section 4.26 (and the indemnity in Section 10.1(a) related thereto),

(iii)                              the indemnities in Section 10.4(a), Section 10.4(c) and Section 10.5,

(iv)                             the indemnity and other provisions in Article 11,

(v)                                payments under Section 3.3(e) (as a result of adjustments to the Working Capital Statement) and payments under Section 3.4(e) (as a result of adjustments to the final Interim Period Cash Flow Statement), and

(vi)                             payment or reimbursement of out of pocket costs or expenses by Vendor to Purchaser contemplated in Sections 9.7, 9.13, 9.14, 10.7(b), 10.7(c), 10.7(d), 10.13(b), 11.7(b), 11.7(e) and 11.8(b).

Purchaser and the other Purchaser Indemnified Parties shall not be entitled to make any Claim (including under any indemnity of Vendor herein) against Vendor under this Agreement or in respect of the transactions contemplated hereby (whether now existing or hereafter arising and whether in contract, tort or equity, or under statute, or for breach of other duties or obligations) unless each such Claim is a Material Claim.

(c)                            For purposes of Section 6.1(a), including for purposes of:

(i)                                     determining whether any breach of a representation or warranty of Vendor has occurred, and

(ii)                                  calculating the amount of any Losses relating thereto,

54

Vendor’s representations and warranties shall be read and applied without regard to, and shall be deemed not to be qualified by, any reference in the text thereof to “materiality”, “material”, “materially”, “material respects”, “Material Adverse Effect” or similar materiality qualifiers set forth herein (other than the word “Material” in the expressions “Material Claim”, “Material Consent”, “Material Contract” or “Material Facility”, as part of the defined term); provided, however, that the term “material respects” or the word “material”, as applicable, shall continue to apply as a modifier with respect to the required content of the Schedules contemplated by Section 4.23(h) and Section 4.24(a).

6.2                               Deductible in respect of Claims

(a)                            Other than in respect of:

(i)                                     the Vendor Fundamental Representations (and the indemnity in Section 10.1(a) related thereto),

(ii)                                  the representations and warranties contained in Section 4.25 and Section 4.26 (and the indemnity in Section 10.1(a) related thereto),

(iii)                               the indemnities in Section 10.4(a), Section 10.4(c) and Section 10.5,

(iv)                              the indemnity and other provisions in Article 11,

(v)                                 payments under Section 3.3(e) (as a result of adjustments to the Working Capital Statement) and payments under Section 3.4(e) (as a result of adjustments to the final Interim Period Cash Flow Statement),

(vi)                              payment or reimbursement of out of pocket costs or expenses by Vendor to Purchaser contemplated in Sections 9.7, 9.13, 9.14, 10.7(b), 10.7(c), 10.7(d), 10.13(b), 11.7(b), 11.7(e) and 11.8(b), and

(vii)                           any payments required to be made by Vendor pursuant to Section 6.10(f).

Purchaser and the other Purchaser Indemnified Parties shall not be entitled to make any Claim under this Agreement or in respect of the transactions contemplated hereby (whether now existing or hereafter arising and whether in contract, tort or equity, or under statute, or for breach of other duties or obligations) unless the aggregate amount of all Material Claims as a result of all incorrect or inaccurate representations and warranties and all breaches of covenants of Vendor contained in this Agreement (including any Material Claims for indemnity arising out of those incorrect or inaccurate representations or warranties and those breaches of covenants) is equal to or greater than 2% of the Base Price, in which case Purchaser shall only be entitled (subject to Section 6.3) to recover the Losses related to those Material Claims in excess of 2% of the Base Price.

(b)                           For purposes of Section 6.2(a), including for purposes of:

55

(i)                                     determining whether any breach of a representation or warranty of Vendor has occurred, and

(ii)                                  calculating the amount of any Losses relating thereto,

Vendor’s representations and warranties shall be read and applied without regard to, and shall be deemed not to be qualified by, any reference in the text thereof to “materiality”, “material”, “materially”, “material respects”, “Material Adverse Effect” or similar materiality qualifiers set forth herein (other than the word “Material” in the expressions “Material Claim”, “Material Consent”, “Material Contract” or “Material Facility”, as part of the defined term); provided, however, that the term “material respects” or the word “material”, as applicable, shall continue to apply as a modifier with respect to the required content of the Schedules contemplated by Section 4.23(h) and Section 4.24(a).

6.3                               Limitation of Liability

Notwithstanding anything in this Agreement to the contrary, except in respect of:

(a)                            Claims under the indemnities contained in Section 10.1(a) for a breach of the representations and warranties set forth in Sections 4.25 and 4.26 only,

(b)                           Claims under the indemnities contained in Section 10.4(a), Section 10.4(c) and Section 10.5, and

(c)                            Claims under the indemnity and other provisions in Article 11, including in respect of Tax Claims,

none of which shall be subject to the following limitation on liability in this Section 6.3, the maximum cumulative Liability of Vendor in the aggregate in respect of:

(d)                           all Material Claims relating to incorrect or inaccurate representations and warranties that are Vendor Fundamental Representations (and the indemnities related thereto) shall be limited to an amount equal to the Purchase Price minus the amount of all Liabilities of Vendor referred to in Section 6.3(e), and

(e)                            all Material Claims relating to:

(i)                                     incorrect or inaccurate representations and warranties in this Agreement (other than Vendor Fundamental Representations (and the indemnities related thereto)); and

(ii)                                  breaches of covenants, including the covenant in Section 6.10 (and the indemnities related thereto);

shall be limited to U.S.$400,000,000.

56

6.4                               Survival of Vendor’s Representations, Warranties, Covenants and Indemnities and Limitations on Claims

(a)                            The representations and warranties of Vendor set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.28 (collectively, the “Vendor Fundamental Representations”) shall survive the Closing indefinitely.  The representations and warranties of Vendor set forth in Article 4, other than Vendor Fundamental Representations and subject to the proviso in this Section 6.4(a) in respect of Section 4.25 and Section 4.26, shall survive the Closing for the benefit of Purchaser for a period of eighteen (18) months from Closing (the “Warranty Notice Period”), after which time they shall terminate and, unless Purchaser shall have delivered to Vendor within the Warranty Notice Period a notice setting forth in reasonable detail the alleged inaccuracies in such representations and warranties and Purchaser’s good faith estimate of the Losses arising therefrom, Purchaser shall no longer be entitled to rely upon those representations and warranties, and indemnities related thereto, in any manner whatsoever in the assertion of any Material Claim against Vendor hereunder or otherwise, provided that, in respect of the representations and warranties set forth in Sections 4.25 and 4.26 and the indemnities related thereto, the Warranty Notice Period shall be 120 days after the later of:

(i)                                    the last date on which an assessment or reassessment for Taxes under the Tax Act or under any other Applicable Laws or Environmental Laws imposing Taxes can be made against the applicable Purchased Entity in respect of the dates or periods covered by those representations and warranties,

(ii)                                the date on which the period for an appeal from an assessment, reassessment or other determination of those Taxes has expired and that appeal has not been filed,

(iii)                             the date on which an agreement to settle an assessment, reassessment or other determination of those Taxes becomes binding, and

(iv)                              the date on which a judgment of a court of competent jurisdiction in respect of those Taxes becomes final and from which no right of appeal exists.

(b)                           The covenants of Vendor set forth in Sections 9.1, 9.2, 9.5, 9.6, 9.8, 9.9 and 9.16 and the indemnity in Section 10.4(b) shall survive the Closing for the benefit of Purchaser for a period of eighteen (18) months from Closing (the “Covenant Notice Period”) after which time they shall terminate and, unless Purchaser shall have delivered to Vendor within the Covenant Notice Period a notice setting forth in reasonable detail the alleged breaches of such covenants by Vendor and Purchaser’s good faith estimate of the Losses arising therefrom, Purchaser shall no longer be entitled to rely upon those covenants, and indemnities related thereto, in any manner whatsoever in the assertion of any Material Claim against Vendor hereunder or otherwise.  The covenants of Vendor contained in this Agreement, other than those set forth in Sections 9.1, 9.2, 9.5, 9.6, 9.8, 9.9 and 9.16 and the indemnity in Section 10.4(b), shall survive the Closing and shall continue in full force and effect for the benefit of Purchaser in accordance with the terms thereof.

57

6.5                               Survival of Purchaser’s Representations, Warranties, Covenants and Indemnities

The representations and warranties of Purchaser set forth in Sections 5.1, 5.2 and 5.3 (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely.  The representations and warranties of Purchaser set forth in Article 5, other than Purchaser Fundamental Representations, shall survive the Closing for the benefit of Vendor for a period of eighteen (18) months from Closing (the “Notice Period”), after which time they shall terminate and, unless Vendor shall have delivered to Purchaser within the Notice Period a notice setting forth in reasonable detail the alleged breaches of or inaccuracies in such representations and warranties and Vendor’s good faith estimate of the Losses arising therefrom, Vendor shall no longer be entitled to rely upon those representations and warranties, and indemnities related thereto, in any manner whatsoever in the assertion of any Claims against Purchaser hereunder or otherwise.  The covenants of Purchaser contained in this Agreement shall survive the Closing and shall continue in full force and effect for the benefit of Vendor in accordance with the terms thereof.

6.6                               No Consequential Damages

Neither Party will, in any circumstances whatsoever, be liable under this Agreement to the other Party or any of its Affiliates for indirect, incidental, consequential, exemplary or punitive damages suffered, sustained, paid, incurred or claimed by the other Party or the other Party’s Related Parties.  However, nothing in this Agreement shall in any way limit the right of any Indemnified Party to be indemnified pursuant to Article 10 for any and all indirect, incidental, consequential, exemplary or punitive damages of any nature or kind whatsoever that are part of any Third Party Claim.

6.7                              No Other Representations, Warranties or Covenants of Vendor

Purchaser acknowledges to and agrees with Vendor as follows:

(a)                            Neither Vendor, nor any Purchased Entity, nor anyone acting on its or their behalf (including any of its or their Related Parties) has made or makes any representation, warranty, covenant or agreement, express or implied, to or with Purchaser except as expressly set forth in this Agreement and the Closing Documents delivered by Vendor, and this Agreement and such Closing Documents contain all the representations, warranties, covenants and agreements of Vendor relating to the Purchase, including with respect to the Shares, the Purchased Entities, the Entity Assets, the Previously Owned Assets and the Business.

(b)                           No oral or other statements or representations (whether express or implied) by any Person have induced or influenced Purchaser to enter into this Agreement or to agree to any of its terms, or have been relied on in any way by Purchaser as being accurate or have been taken into account by Purchaser as being important to Purchaser’s decision to enter into this Agreement or agree to any of its terms.

(c)                            Except for those representations, warranties or covenants set forth herein or in any Closing Documents, without limiting the generality of Sections 6.7(a) or (b), no representation, warranty, covenant or agreement has been made by Vendor, any of the

58

Purchased Entities or anyone acting on its or their behalf (including any of its or their Related Parties) in or in relation to:

(i)                                   any data or information provided or made available to Purchaser by Vendor’s Investment Bankers, on plant or site visits, in management presentations, in meetings with management or employees or otherwise, including, any statement contained in the Information Memorandum, the KPMG Report, the Data Room or any other written material made available to Purchaser or its Related Parties,

(ii)                                any forecasts, projections or estimates (including any contained in the Information Memorandum, management presentations or any related break-out sessions) as to the future of the Business (including any revenue or profits which may be derived from the Business or the Entity Assets) provided by Vendor or any of the Purchased Entities or any of their Related Parties to Purchaser or any of Purchaser’s Representatives,

(iii)                               any oral statement by any Person,

(iv)                              the value of the Business, the Shares, the Purchased Entities, the Entity Assets or the future cash flow from the Business, the Purchased Entities or the Entity Assets,

(v)                                 the Environmental condition of any Entity Asset or Previously Owned Asset, any Environmental Matter, any Environmental Liability or any Abandonment and Reclamation Obligation,

(vi)                              any operations information or any economic evaluations,

(vii)                           title to the Entity Assets,

(viii)                      Liabilities, including Environmental Liabilities, Abandonment and Reclamation Obligations, Claims related to the Entity Assets or the Previously Owned Assets or any operations related to the Entity Assets or the Previously Owned Assets,

(ix)                                the past, present or future exercise of any regulatory, administrative or ministerial discretion under any Applicable Law, Environmental Law or Governmental Authorization,

(x)                                   the past, present or future performance, operation, ownership or profitability of the NGLs industry in North America,

(xi)                              the existence of any present or future business opportunities of any of the Purchased Entities of any type whatsoever, including in respect of the NGLs industry in North America, or

(xii)                           the state or condition of the Entity Assets (which are acknowledged by Purchaser to be on an “as-is” basis), including the physical condition, the fitness for a particular purpose or the merchantability thereof, the existence or

59

absence of latent or patent defects therein, the quality thereof, the Environmental condition thereof, or any other aspect or characteristic thereof or relating thereto.

(d)                           Subject to the provisions of this Agreement, and except for the Confidential Contracts, Vendor has provided Purchaser with the opportunity to conduct all such enquiries, investigations and due diligence regarding the Shares, the Purchased Entities, the Entity Assets and the Business and all such other matters as Purchaser considered necessary or desirable in connection with the completion of the Purchase in accordance with this Agreement and Purchaser has entered into this Agreement as a result of its own due diligence, investigations, enquiries, advice and knowledge and the representations, warranties and covenants contained only in this Agreement.  Except as otherwise expressly provided herein, Purchaser assumes full business and financial risk in connection with the Purchase, including in respect of the Entity Assets and the Business.

(e)                            Purchaser has knowledge and experience in the NGLs industry generally and is capable of evaluating the merits associated with entering into and performing its obligations under this Agreement.

(f)                              Except for its rights under this Agreement, any Contract to which Purchaser or any of its Affiliates is a party and the Closing Documents, Purchaser hereby waives all rights and remedies (whether now existing or hereafter arising and including all common law, tort, contractual, equitable and statutory rights and remedies) against Vendor, Vendor’s Related Parties and the Purchased Entities in respect of the Shares, the Purchased Entities, the Entity Assets, the Previously Owned Assets and the Business, any and all representations or statements or information or data made or furnished to Purchaser or anyone acting on Purchaser’s behalf, and any other matter pertaining to or otherwise relating to the transactions contemplated hereby (whether made or furnished by or on behalf of Vendor and whether made or furnished orally or by electronic, faxed, written or other means).

6.8                               No Other Representation, Warranties or Covenants of Purchaser

Vendor acknowledges to and agrees with Purchaser that neither Purchaser nor anyone acting on its behalf (including any of its Related Parties) has made or makes any representation, warranty, covenant or agreement, express or implied, to or with Vendor except as expressly set forth in this Agreement and in the Closing Documents delivered by Purchaser, and this Agreement and such Closing Documents contain all the representations, warranties, covenants and agreements of Purchaser relating to the Purchase.  No oral or other statements or representations (whether express or implied) by any Person have induced or influenced Vendor to enter into this Agreement or to agree to any of its terms, or have been relied on in any way by Vendor as being accurate or have been taken into account by Vendor as being important to Vendor’s decision to enter into this Agreement or agree to any of its terms.

6.9                               Restrictions on Claims

(a)                            Purchaser acknowledges to and agrees with Vendor that Vendor will not be liable for, and Purchaser will not make or advance, any Claim (other than a Tax Claim) under this

60

Agreement or in respect of the transactions contemplated hereby to the extent that the Claim is based on or arises from:

(i)                                   any fact, matter, circumstance or event which is disclosed herein or in any Material Contract that is listed, described or referred to on Schedule 4.14(a),

(ii)                                any fact, matter, circumstance or event, which, as of the date hereof, to the actual knowledge of the individuals named in Clause (a) of Part 2 of Schedule 1.3, (i) constituted a breach of any of Vendor’s representations or warranties, or (ii) was a material error in, or material omission from, the Schedules or other disclosure made in writing to Purchaser by Vendor for purposes of this Agreement, and which Purchaser failed to disclose to Vendor prior to the date hereof,

(iii)                             any fact, matter, circumstance or event for which and to the extent that an adequate provision therefor has been made in the Financial Statements or Working Capital Statement,

(iv)                            any fact, matter, circumstance or event which is, or is the basis for, a Permitted Encumbrance,

(v)                               any breach of this Agreement which would not have occurred but for the retrospective application of any change in Applicable Law or Environmental Law enacted subsequent to the date hereof, provided that the foregoing shall not relieve Vendor or any of the Purchased Entities from complying with Applicable Law or Environmental Law, or

(vi)                              any act, omission, transaction or arrangement or matter by, of or on behalf of, or in relation to Purchaser or any of the Purchased Entities on or after the Closing Date, or

(vii)                         anything done or not done with Purchaser’s written consent (including by email) after the date hereof.

(b)                           Subject to Article 11 in respect of Taxes and Tax Claims, any and all Claims under this Agreement or otherwise in respect of the transactions contemplated hereby shall only be made, and any and all remedies related thereto shall only be available, under, in accordance with and subject to the provisions of Article 10 and Article 12.

(c)                            All disclosures in this Agreement (including in the Schedules to this Agreement), are to be taken as relating to each of Vendor’s representations, warranties, covenants and agreements in this Agreement to the extent that the relationship is reasonably apparent, and to Vendor’s indemnities provided in this Agreement.

6.10                        Acknowledgement Regarding Scope of Entity Assets

(a)                            Vendor acknowledges to and agrees with Purchaser that the Entity Assets together with certain Excluded Assets comprise substantially all of the assets, tangibles, contracts, intangibles, properties, rights and interests used to generate the cash flows reflected in

61

the Financial Statements.  If within eighteen (18) months of Closing, Purchaser notifies Vendor in writing that it believes one or more of the assets, tangibles, contracts, intangibles, properties, rights and interests used to generate any portion of the cash flows reflected in the Financial Statements was not owned by a Purchased Entity at Closing (“Non-Transferred Entity Asset”), the following provisions shall apply:

(i)                                     if such Non-Transferred Entity Asset can be transferred or conveyed to the Corporation or applicable Purchased Entity with minimal cost or burden to Vendor, Vendor will cause such Non-Transferred Entity Asset to be so transferred or conveyed; and

(ii)                                 if Section 6.10(a)(i) is not applicable and the Loss to Purchaser or the Purchased Entities of not owning or being in possession of such Non-Transferred Entity Asset at Closing is or is reasonably expected to be U.S.$1,000,000 or more,

Vendor will use all commercially reasonable efforts to execute and deliver, or to cause to be executed and delivered, to the Purchased Entities such instruments of conveyance and take such other actions as Purchaser may reasonably request to convey title to and ownership of, and to put Purchaser or the Purchased Entities in possession of, such Non-Transferred Entity Asset.

(b)                           If Vendor is unable, after all commercially reasonable efforts, to convey title to and ownership of, and to put Purchaser or the Purchased Entities in possession of, any Non-Transferred Entity Asset described in Section 6.10(a)(ii) above, then Vendor and Purchaser will attempt to agree on a reasonable amount of compensation due Purchaser, subject to the limitations in Article 6, as a result of the fact that the Non-Transferred Asset was not owned by a Purchased Entity at Closing, taking into account, without limitation, the loss of net benefit to the Purchased Entities.  If the Parties are unable to agree on the foregoing matters of compensation, then the matter shall be referred to arbitration in accordance with Section 9.20.  Any compensation paid to Purchaser pursuant to this Section shall be an adjustment to the Purchase Price.

(c)                            If Vendor is able to convey title to and ownership of, and to put Purchaser or the Purchased Entities in possession of, such Non-Transferred Entity Asset, then Vendor and Purchaser will attempt to agree on a reasonable amount of compensation due Purchaser, subject to the limitations in Article 6, as a result of the fact that the Non-Transferred Asset was not owned by a Purchased Entity at Closing, taking into account, without limitation, the loss of net benefit to the Purchased Entities.  If the Parties are unable to agree on the foregoing matters of compensation, then the matter shall be referred to arbitration in accordance with Section 9.20.  Any compensation payable as a result of this provision will be treated as a Purchase Price adjustment.

(d)                           Except as provided in Section 6.10(f) below, nothing in this Section 6.10 shall, however, have the effect of providing Purchaser with any additional right or remedy with respect to any defect in title to any Entity Asset consisting of real property interests described in Schedule 4.11 and Purchaser’s rights with respect to any such defect in title shall be limited to such rights as Purchaser may have for breach of the representation and warranty of Vendor in Section 4.11.

62

(e)                            Purchaser acknowledges and agrees that the following shall not form part of the Entity Assets and shall not be subject to the covenant in Section 6.10(a): Commodity Sales & Marketing Services currently provided by Purchased Entities’ Integrated Supply & Trading Division; All rail logistics & support services provided to the Business by any Affiliate of the Purchased Entities; All technical, engineering and other support services or arrangements provided to the Business by any Affiliate of the Purchased Entities relating to ▇▇▇▇▇; All pipeline services or arrangements provided to the Business by any Affiliate of the Purchased Entities, including but not limited to regulatory compliance guidance, regulatory filings and aviation patrols; All engineering services arrangements provided to the Business by any Affiliate of the Purchased Entities, including but not limited to the technical expertise provided from time-to-time for project management, decision-making and technical standards support.

(f)                              With respect to the matters described on Schedule 6.10(f), Vendor shall: (a) use commercially reasonable efforts to cure or resolve such matters; and (b) with respect to any such matters that have been or are hereafter cured or resolved, provide evidence of such cure or resolution to Purchaser. The Purchaser will not do or omit to do anything that would have the effect of preventing or frustrating the Vendor from curing or resolving any matter described in Schedule 6.10(f). With respect to any such matters that Vendor is unable to cure or resolve by the first anniversary of the Closing Date or such other date as Vendor and Purchaser may agree upon with respect any of the matters described in Schedule 6.10(f) (herein referred to as an “Uncured Matter”), Vendor and Purchaser agree as follows: