PURCHASE AGREEMENT between KNIGHT INC., a Kansas corporation, and MYRIA ACQUISITION INC., a Delaware corporation

Exhibit 10.1

EXECUTION COPY

PURCHASE AGREEMENT

between

KNIGHT INC.,

a Kansas corporation,

and

▇▇▇▇▇ ACQUISITION INC.,

a Delaware corporation

Dated as of December 10, 2007

TABLE OF CONTENTS

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT is entered into on the 10^th day of December, 2007, between Knight Inc., a Kansas corporation (“Seller”), and ▇▇▇▇▇ Acquisition Inc., a Delaware corporation (“Buyer”).

Recitals:

WHEREAS, subject to the terms and conditions set forth herein, Seller desires to sell, assign and transfer to Buyer and Buyer desires to purchase and take assignment from Seller of, all of the issued and outstanding Class B Shares in MidCon LLC, a Delaware limited liability company (the “Company”).

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, the Parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

1.1           Defined Terms.  As used in this Agreement, each of the following terms shall have the meaning given to it below:

“AAA Arbitration Rules” has the meaning assigned to such term in Section 10.1.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.  For the purposes of this definition, “control” means, when used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“Agreement” means this Purchase Agreement, as the same may be amended from time to time.

“Arbitrator” has the meaning assigned to such term in Section 10.1.

“Backstop Guaranty” has the meaning assigned to such term in Section 7.6.

“Balance Sheet” has the meaning assigned to such term in Section 4.8(a).

“Balance Sheet Date” means December 31, 2006.

“Base Purchase Price” means SIX BILLION FIVE HUNDRED SEVENTY-FIVE MILLION DOLLARS ($6,575,000,000), as adjusted in accordance with Section 2.3(b), as the case may be.

“Beneficiaries” has the meaning assigned to such term in Section 7.6.

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“Benefit Plan” means any employee benefit plan or arrangement, including any stock purchase, stock option, stock bonus, stock ownership, phantom stock or other stock or equity plan, pension, profit sharing, bonus, deferred compensation, incentive compensation, severance or termination pay, hospitalization or other medical or dental, life or other insurance, supplemental unemployment benefits plan or agreement or policy or other arrangement providing employment-related compensation, fringe benefits or other benefits and including “employee benefit plans,” as defined in Section 3(3) of ERISA.

“Business Day” means any day other than a Saturday, Sunday or legal holiday on which banks in New York, New York or Houston, Texas are authorized or obligated by Law to close.

“Buyer” has the meaning assigned to such term in the Introductory Paragraph.

“Buyer Affiliates” has the meaning assigned to such term in Section 11.6(b).

“Buyer Indemnitees” means, collectively, Buyer, the Investors and their respective Affiliates, officers, directors, employees, agents, and representatives, but shall not include the Company or any MidCon Entity.

“Buyer Loss” means (i) a Loss actually incurred by a Buyer Indemnitee (other than as described in clause (ii) of this definition) and (ii) Buyer’s 80% share of a Loss actually incurred by any of the MidCon Entities.

“Buyer Termination Fee” has the meaning assigned to such term in Section 11.5.

“Cash Collateral” means ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000), and any investments of such amount pursuant to Section 11.5(e).

“CFIUS” means the Committee on Foreign Investment in the United States.

“Class A Shares” has the meaning assigned to such term in the LLC Agreement.

“Class B Shares” has the meaning assigned to such term in the LLC Agreement.

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

“Closing Date” means the date on which the Closing occurs.

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

“Company” has the meaning assigned to such term in the Recitals.

“Company Guarantees” means the obligations of Seller or any Seller Affiliate (other than the MidCon Entities) set forth in the guarantees, letters of credit, bonds and other sureties and credit assurances listed on Schedule 1.1(a).

“Company Net Position” has the meaning assigned to such term in Section 4.19.

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“Confidentiality Agreement” means the confidentiality agreement between Seller and ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇ dated June 5, 2007.

“Conversion” has the meaning assigned to such term in Section 2.1.

“Current Budget” has the meaning assigned to such term in Section 6.1.

“Debt Commitment Letter” has the meaning assigned to such term in Section 5.5.

“Deductible Amount” means an amount equal to 1% of the Purchase Price, as such Purchase Price may be adjusted pursuant to Section 2.3(b).

“Direct Claim” means any claim by an Indemnitee on account of a Loss which does not result from a Third Party Claim.

“Disclosing Party” has the meaning assigned to such term in Section 7.4.

“Disclosure Schedule” means the disclosure schedules of even date herewith of Seller or Buyer, as the case may be, and delivered separately to the other Party.

“Easements” means easements, leases, rights of way, licenses, land use permits, and other rights to use or occupy land in connection with the use and operation of the Pipeline System.

“Encumbrances” means liens, charges, pledges, options, mortgages, deeds of trust, security interests, claims, restrictions (whether on voting, sale, transfer, disposition, or otherwise), easements, and other encumbrances of every type and description, whether imposed by Law, agreement, understanding, or otherwise.

“Environmental Laws” means any and all applicable Laws in effect as of the date of this Agreement pertaining to protection of the environment in effect in any and all jurisdictions in which any MidCon Entity has conducted operations, including, without limitation, the Clean Air Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Federal Water Pollution Control Act, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, and the Hazardous Materials Transportation Act, as amended.

“Estimated Debt Amount” means $2.85 billion in par value of debt securities.

“Estimated Interest Rate” means 7.00% per annum.

“Excluded Liability” shall mean any liability or obligation of any MidCon Entity that meets all of the following criteria: such liability or obligation (i) arises out of, results from or relates to events occurring or circumstances existing prior to the Closing, (ii) results from such MidCon Entity’s status as an Affiliate of Seller or any of Seller Affiliates that is not a MidCon Entity, and (iii) does not relate to the business or operation of any MidCon Entity.

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“Exon-▇▇▇▇▇▇ Amendment” means Section 5021 of the Omnibus Trade and Competitiveness Act of 1988, which amended Section 721 of the Defense Production Act of 1950 and as amended by The Foreign Investment National Security Act of 2007.

“Extended Final Date” has the meaning set forth in Section 11.1(d).

“Final Date” has the meaning set forth in Section 11.1(d).

“Financial Statements” has the meaning assigned to such term in Section 4.8(a).

“Five Year Tranche” has the meaning set forth in Section 8.8(a).

“GAAP” means United States generally accepted accounting principles with such exceptions to such United States generally accepted accounting principles as may be expressly noted or otherwise expressly referred to on any individual financial statement or schedule.

“Governmental Approvals” means all filings with, notifications to and consents and approvals of Governmental Entities necessary so that the consummation of the transactions contemplated hereby will be in compliance with applicable Laws, and includes, without limitation, any filing with and any consent or approval from the United States Department of the Treasury regarding the review of the transactions contemplated by this Agreement by CFIUS.

“Governmental Entity” means any court or tribunal in any jurisdiction (domestic or foreign) or any federal, state, municipal or local government or other governmental body, agency, authority, department, commission, board, bureau, instrumentality, arbitrator or arbitral body (domestic or foreign).

“Hazardous Materials” means, whether alone or in combination, whether solid, liquid or gaseous, (i) any pollutant, contaminant, substance, chemical or material that is listed, classified or regulated pursuant to any Environmental Law; (ii) any petroleum, petroleum product, waste oil, crude oil and its fractions, asbestos and asbestos-containing material, urea formaldehyde, nuclear materials, natural or synthetic gas, lead-based paint, pesticide or polychlorinated biphenyl; and (iii) any hazardous substance, hazardous waste or terms of similar import, as defined in any Environmental Law, to the extent any of the foregoing are present in a quantity or concentration regulated pursuant to an applicable Environmental Law.

“Hedging Guidelines” has the meaning assigned to such term in Section 4.19.

“HSR Act” means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended.

“Income Tax” means any Tax based upon, measured by, or calculated with respect to (i) net income or profits or similar measures (including the Texas margin tax, capital gains Taxes and minimum Taxes) or (ii) multiple bases (including corporate franchise, business and occupation, business license or similar Taxes) if one or more of the bases on which such Tax is based upon, measured by or calculated with respect to is described in clause (i), in each case together with any interest, penalties, or additions to such Tax.

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“Indemnifying Party” means a Party required to provide indemnification under Section 12.1.

“Indemnitee” means a Party entitled to receive indemnification under Section 12.1.

“Interest Rate” means, with respect to the MidCon Debt or the Five Year Tranche, the weighted average interest rate per annum of the MidCon Debt or the Five Year Tranche, respectively (weighted by the par value issued at each interest rate).

“Investor” has the meaning assigned to such term in the Shareholder Agreement.

“Investor Commitment Letter” has the meaning assigned to such term in Section 5.5.

“Investor Guarantee” means one of the several limited amount guarantees of each of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Infrastructure Limited, BBIFNA AIV Two, LP, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇ Pty Ltd or ▇▇▇▇▇▇▇ & ▇▇▇▇▇ International Pty Ltd on its behalf, Public Sector Pension Investment Board, and Stichting Pensioenfonds voor de Gezondheid, Geestelijke en Maatschappelijke Belangen (PGGM) dated the date hereof in favor of Seller that guarantees the obligation of Buyer to pay the Buyer Termination Fee hereunder in accordance with their respective Investor Percentages; provided that only the guarantees delivered by BBIFNA AIV Two, LP and ▇▇▇▇▇▇▇ & ▇▇▇▇▇ International Pty Ltd provide for payment of the Buyer Termination Fee payable by reason of the termination of this Agreement pursuant to Section 11.1(h).

“Investor Letter of Credit” means (i) an irrevocable letter of credit issued by Commonwealth Bank of Australia, New York Branch, in the form attached as Exhibit G, duly executed by such bank, reflecting its letter of credit number, dated the date of its delivery to Seller, and having an expiry date at least three months after such date, and (ii) any replacement letter of credit delivered to Seller pursuant to, and meeting the requirements of, Section 11.5.

“Investor Percentage” means the percentage set forth with respect to an Investor under the caption “Equity Interest” in the Investor Commitment Letter.

“Joint Venture Entities” means Horizon Pipeline Company, L.L.C. and Canyon Creek Compression Company.

“Knowledge” means, with respect to Seller, the actual knowledge of the Persons listed on Schedule 1.1(c), and with respect to Buyer, the actual knowledge of the Persons listed on Schedule 1.1(d), in each case, without any obligation by any such Person to conduct any investigation.

“Law” means any statute, law, rule, or regulation, or any judgment, order, ordinance, writ, injunction, or decree of, any Governmental Entity to which a specified Person or property is subject.

“LC Failure” has the meaning assigned to such term in Section 11.5(a).

“Libor Swapped Equivalent Rate” has the meaning set forth in Section 8.8(a).

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“LLC Agreement” means the Limited Liability Company Agreement of the Company to be dated as of the Closing Date, in the form attached hereto as Exhibit C.

“Losses” means any and all claims, damages, liabilities, losses, causes of action, fines, penalties, litigation, lawsuits, administrative proceedings, administrative investigations, costs, and expenses, including reasonable attorneys’ fees, court costs, and other costs of suit, other than any Taxes.

“Material Adverse Effect” means, with respect to any Person, any adverse change, circumstance, effect or condition in, on or relating to the properties, assets, liabilities, financial condition, results of operations, or business of such Person (i) that is material to such Person, other than any change or changes in general economic or industry conditions (including any change in the prices of oil, natural gas, natural gas liquids, or other hydrocarbon products) or changes in Law or GAAP, provided that such change or changes do not disproportionately affect such Person as compared to other participants in the industry in which such Person operates, or (ii) that impedes the ability of such Person to consummate the transactions contemplated hereby.  Any determination as to whether any matter or condition has a Material Adverse Effect on any Person shall be made only after taking into account all recoveries actually made by such Person or recoveries not being disputed in respect of claims made under effective insurance coverages and effective third-party indemnifications with respect to such matter or condition, so long as, in the aggregate, the value of such recoveries does not exceed 25% of the Purchase Price.

“Material Contract” has the meaning assigned to such term in Section 4.14(d).

“MidCon” means the Company.

“MidCon Debt” means the par value of the debt to be incurred by the Company or one of its newly-formed wholly-owned subsidiaries prior to Closing as contemplated by Sections 8.7 and 9.5, the proceeds of which shall be paid to Seller in repayment of amounts owed by the Company to Seller.

“MidCon Entities” means the Company, NGPL, Horizon Pipeline Company, L.L.C., a Delaware limited liability company, NGPL-Canyon Compression Co., a Delaware corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Illinois Pipeline LLC, a Delaware limited liability company, and Canyon Creek Compression Company, an Illinois partnership.

“MidCon Entity” means any of the MidCon Entities, as the case may be.

“NGPL” means Natural Gas Pipeline Company of America, a Delaware corporation.

“Notice” has the meaning assigned to such term in Section 13.1.

“O&R Agreement” has the meaning assigned to such term in Section 8.6.

“Parties” means Seller and Buyer, collectively.

“Party” means Seller or Buyer, individually, as the case may be.

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“Permits” means licenses, permits, franchises, consents, approvals, variances, exemptions, and other authorizations of or from Governmental Entities.

“Permitted Encumbrances” means (i) liens for Taxes, impositions, assessments, fees, rents or other governmental charges levied or assessed or imposed not yet delinquent or being contested in good faith by appropriate proceedings, provided appropriate reserves have been established with respect to such contest, (ii) statutory liens (including materialmen’s, warehousemen’s, mechanics’, repairmen’s, landlord’s, and other similar liens) arising in the ordinary course of business securing payments not yet delinquent or being contested in good faith by appropriate proceedings, (iii) Encumbrances of public record, (iv) the rights of lessors and lessees under leases, and the rights of third parties under any agreement, executed in the ordinary course of business, (v) the rights of licensors and licensees under licenses executed in the ordinary course of business, (vi) utility easements, restrictive covenants and defects, imperfections or irregularities of title or liens, if any, that do not and will not materially and adversely affect the ability of the MidCon Entities to conduct their respective businesses as presently conducted, (vii) liens securing rental payments under capital lease arrangements disclosed to Buyer, (viii) preferential purchase rights and other similar arrangements with respect to which consents or waivers are obtained for this transaction or as to which the time for asserting such rights has expired at the Closing Date without an exercise of such rights, (ix) Encumbrances entered into in the ordinary course of business which do not secure the payment of indebtedness for borrowed money and that do not and will not materially and adversely affect the ability of the MidCon Entities to conduct their respective businesses as presently conducted, and (x) Encumbrances created by Buyer, or its successors and assigns.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, enterprise, unincorporated organization, or Governmental Entity.

“Pipeline System” means the natural gas transmission pipeline system and related facilities (including storage, compression and metering facilities) of NGPL together with its directly held subsidiaries and its jointly-owned limited liability companies and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Illinois Pipeline LLC.

“Proceedings” means all proceedings, actions, claims, suits, investigations, and inquiries by or before any Governmental Entity.

“Purchase Price” has the meaning set forth in Section 2.3(a).

“Purchased Shares” means the Class B Shares.

“Reasonable Efforts” means efforts in accordance with reasonable commercial practice and without the incurrence of unreasonable expense.

“Receiving Party” has the meaning set forth in Section 7.4.

“Related Agreements” means the LLC Agreement, the O&R Agreement and the Shareholder Agreement.

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“Satisfied Conditions Decision” has the meaning assigned to such term in Section 10.1.

“Securities Act” has the meaning set forth in Section 5.8.

“Security Agreements” has the meaning set forth in Section 7.14.

“Seller” has the meaning assigned to such term in the Introductory Paragraph.

“Seller Affiliate” means any Affiliate of Seller.

“Seller Indemnitees” means, collectively, Seller, Seller Affiliates and their respective officers, directors, employees, agents, and representatives.

“Seller Loss” means (i) a Loss actually incurred by a Seller Indemnitee (other than as described in clause (ii) of this definition) and (ii) Seller’s 20% share of a Loss actually incurred by any of the MidCon Entities.

“Shareholder Agreement” means the Shareholder Agreement among Seller, Buyer and MidCon to be dated as of the Closing Date, in the form attached hereto as Exhibit D.

“Supplemental Disclosure” has the meaning assigned to such term in Section 7.4.

“Tax Allocation Agreement” means the Tax Allocation Agreement among Buyer, MidCon and NGPL, to be dated as of the Closing Date, in the form attached hereto as Exhibit F.

“Tax Return” means any return, report or statement required to be maintained, retained or filed with respect to any Tax (including any elections, declarations, schedules or attachments thereto, any amendment thereof, any information return (which includes, but is not limited to, federal and state wage reporting, employment and unemployment reports (e.g., IRS Forms 940, 941, W-2, W-3 and their state and local equivalents) as well as reports of payments made (e.g., IRS Forms 1099 and 1042) that are required under Law to be maintained, retained or supplied to any Taxing Authority), claim for refund, amended return or declaration of estimated Tax, and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes any of the MidCon Entities.

“Tax Sharing Agreement” means any written agreement which provides for the sharing, indemnification or allocation of Taxes between parties filing a combined, consolidated, unitary or similar group Tax Return or unwritten past practice with respect to the sharing or allocation of Taxes between parties filing a combined, consolidated, unitary or similar group Tax Return.

“Taxes” means any federal, state, local or foreign income, gross receipts, license, payroll, parking, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, margin, single business, withholding, social security, unemployment, disability, real property, personal property, possessory interest, sales, use, transfer, registration, capital gain, production, payroll, worker’s compensation, value added, alternative or add-on minimum, amounts paid under an agreement with a Taxing Authority, estimated tax or other tax of any kind whatsoever, including any interest, fines, penalty or other like assessment or addition thereto, whether disputed or not,

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including such item for which a liability arises pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of foreign, state or local law), as a transferee,  successor-in-interest, by contract or otherwise.

“Taxing Authority” means, with respect to any Tax, the Governmental Entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision, including any governmental or quasi-governmental entity or agency that imposes, or is charged with collecting, social security or similar charges or premiums.

“Third Party” means any Person other than (i) Seller or any Seller Affiliates (including the MidCon Entities) or (ii) Buyer or any of its Affiliates or any Investors.

“Third Party Claim” means any claim or the commencement of any claim, action or proceeding with respect to a Loss or potential Loss made or brought by a Third Party.

“Threshold” has the meaning set forth in Section 12.1(c).

“Transfer Taxes” means any real property transfer or excise, sales, use, value added, stamp, documentary, recording, registration, conveyance, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed), including, without limitation, any payments made in lieu of any such Taxes or governmental charges.

“Treasury Regulations” means one or more treasury regulations promulgated under the Code by the Treasury Department of the United States.

“Unsatisfied Conditions Decision” has the meaning assigned to such term in Section 10.1.

1.2           Interpretation and Construction.  In interpreting and construing this Agreement, the following principles shall be followed:

(a)           the terms “herein,” “hereof,” “hereby,” and “hereunder,” or other similar terms, refer to this Agreement as a whole and not only to the particular Article, Section or other subdivision in which any such terms may be employed;

(b)           unless otherwise indicated herein, references to Articles, Sections, and other subdivisions refer to the Articles, Sections, and other subdivisions of this Agreement;

(c)           all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

(d)           no consideration shall be given to the captions of the articles, sections, subsections, or clauses, which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;

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(e)           the word “includes” and its syntactical variants mean “includes, but is not limited to” and corresponding syntactical variant expressions;

(f)            the plural shall be deemed to include the singular, and vice versa;

(g)           each exhibit, attachment, and schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any exhibit, attachment, or schedule, the provisions of the main body of this Agreement shall prevail; and

(h)           every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any party (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement.

ARTICLE 2
THE TRANSACTION; PURCHASE PRICE

2.1           Conversion of MidCon Corp.  Prior to the Closing Date, Seller will cause MidCon Corp. to be converted to a Delaware limited liability company taxed as a corporation for federal income tax purposes (the “Conversion”).  The form of limited liability company agreement of the Company is attached hereto as Exhibit C.  Immediately following the Conversion, the authorized equity capital of MidCon will consist of 1,000 shares representing limited liability company interests, consisting of 200 Class A Shares and 800 Class B Shares.  The shares of each class will be identical except for certain voting rights.  Immediately following the Conversion, Class A Shares and Class B Shares will be owned directly by Seller.

2.2           Sale and Purchase.  At the Closing, and subject to the terms and conditions in this Agreement, Seller shall sell, assign, transfer, deliver, and convey to Buyer, and Buyer shall purchase and accept from Seller, the Purchased Shares.

2.3           Purchase Price.

(a)           In consideration of the sale of the Purchased Shares as described herein, Buyer shall pay to Seller an amount equal to the purchase price determined in accordance with Section 2.3(b) below (the “Purchase Price”).  The payment referenced in this Section 2.3 shall be made by confirmed wire transfer of immediately available funds to a bank account or accounts to be designated in writing by Seller to Buyer prior to the Closing, provided that if Cash Collateral has been delivered to Seller and not returned to Buyer, the amount thereof (including accrued interest) shall be applied to payment of the Purchase Price and the required wire transfer shall be reduced by such amount.

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(b)           The Purchase Price shall be an amount equal to 80% of the Base Purchase Price less 80% of the MidCon Debt, subject to the following adjustments and to those in Section 2.3(c):

(i)    if the par value of the MidCon Debt is:

(1)   greater than the Estimated Debt Amount, then for every $100 million increment (or fraction thereof) by which the MidCon Debt exceeds the Estimated Debt Amount, the Base Purchase Price shall be increased by $32.5 million (or a corresponding fraction thereof); or

(2)   less than the Estimated Debt Amount, then for every $100 million increment (or fraction thereof) by which the Estimated Debt Amount exceeds the MidCon Debt, the Base Purchase Price shall be reduced by $32.5 million (or a corresponding fraction thereof); and

(ii)   if the Interest Rate of the MidCon Debt is:

(1)   greater than the Estimated Interest Rate, then for every incremental 10 basis points (or fraction thereof) by which the Interest Rate exceeds the Estimated Interest Rate, the Base Purchase Price shall be reduced by $7.0 million (or a corresponding fraction thereof); or

(2)   less than the Estimated Interest Rate, then for every incremental 10 basis points (or fraction thereof) by which the Estimated Interest Rate exceeds the Interest Rate, the Base Purchase Price shall be increased by $7.0 million (or a corresponding fraction thereof)

(c)           Seller shall have the right to elect to cause a reduction in the Purchase Price as follows:  If Seller delivers Notice to Buyer that it elects to have a reduction in the Purchase Price pursuant to this Section 2.3(c), for every one basis point by which the Libor Swapped Equivalent Rate as described in Section 8.8(a) exceeds 250 basis points, the Purchase Price shall be reduced by $233,000.

ARTICLE 3
CLOSING

3.1           Closing.  Subject to fulfillment or waiver of the conditions in this Agreement, the Closing shall take place on the Closing Date.  The Closing shall take place at the offices of Bracewell & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or such other place as the Parties may agree, at 10:00 a.m., Houston, Texas time, on the earlier to occur of (i) the fifth (5^th) Business Day following satisfaction or waiver of the conditions to closing set forth in Articles 8 and 9 hereof, and (ii) if there is a dispute between the Parties with respect to whether the conditions to closing set forth in Article 8 or Article 9 have been satisfied or waived, the fifth (5^th) Business Day following the date of issuance of a Satisfied Conditions Decision or, in either case, at such other time and on such other date as the Parties may agree.  Unless otherwise agreed, all Closing transactions shall be deemed to have occurred simultaneously.

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3.2           Closing Deliveries by Seller.  At the Closing, Seller will deliver or cause a Seller Affiliate, as applicable, to deliver the following documents, duly executed by Seller or, if applicable, a Seller Affiliate:

(a)           unless Seller provided the initial notice under Section 10.1(a) and the Arbitrator has delivered a Satisfied Conditions Decision, a certificate executed on behalf of Seller by the president or any vice president of Seller to Buyer, dated the Closing Date, representing and certifying that the conditions set forth in Sections 9.1 and 9.2 have been fulfilled;

(b)           an assignment of limited liability company interests transferring the Purchased Shares to Buyer;

(c)           a certificate to Buyer (i) stating that Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer Identification Number and (iii) providing its address, all pursuant to Section 1445 of the Code;

(d)           a copy of the LLC Agreement, duly executed by Seller, a copy of the Shareholder Agreement, duly executed by each of Seller and MidCon, and a copy of the Tax Allocation Agreement, duly executed by each of MidCon and NGPL;

(e)           a copy of the O&R Agreement duly executed by each of the parties thereto;

(f)            evidence of the Governmental Approvals required for Seller to enter into this Agreement and consummate the transactions contemplated herein;

(g)           an executed copy of the current and effective Internal Revenue Service Form 8832 that was filed by the Company for the purpose of electing to be treated as an association that is taxed as a corporation for United States federal income tax purposes and a copy of all correspondence received, if any, from the Internal Revenue Service acknowledging and accepting such election;

(h)           the Investor Letter of Credit (if delivered and unless earlier terminated);

(i)            a letter to the Buyer from the collateral agent under each Security Agreement acknowledging that any and all liens under such Security Agreements have been, or simultaneously with the Closing shall be, released; and

(j)            such other certificates, instruments of conveyance, and documents required by this Agreement or as may be reasonably requested by Buyer and agreed to by Seller prior to the Closing Date to carry out the intention and purposes of this Agreement.

3.3           Closing Deliveries by Buyer.  At the Closing, in addition to the payment of the Purchase Price pursuant to Section 2.3, Buyer will deliver or cause its Affiliates, as applicable, to deliver the following documents to Seller, duly executed by Buyer or, if applicable, its Affiliate:

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(a)           unless the Arbitrator has delivered a Satisfied Conditions Decision, a certificate executed by the president or any vice president of Buyer, dated the Closing Date, representing and certifying that the conditions set forth in Sections 8.1 and 8.2 have been fulfilled;

(b)           evidence of the Governmental Approvals required for Buyer to enter into this Agreement and perform its obligations hereunder;

(c)           a copy of the LLC Agreement, the Shareholder Agreement and the Tax Allocation Agreement, each duly executed by Buyer; and

(d)           such other certificates, instruments, and documents required by this Agreement or as may be reasonably requested by Seller and agreed to by Buyer prior to the Closing Date to carry out the intent and purposes of this Agreement.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SELLER

Subject to the disclosures made by Seller in Seller’s Disclosure Schedule, Seller represents and warrants to Buyer as follows:

4.1           Organization of Seller.  Seller is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Kansas.

4.2           MidCon Entities.

(a)           Organization of MidCon Entities.  Schedule 4.2(a) lists each MidCon Entity, the jurisdiction of incorporation or formation of each MidCon Entity, and the authorized (in the case of capital stock) and outstanding capital stock or other equity interests of each MidCon Entity.  Each corporate MidCon Entity is a corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation, and each other MidCon Entity is duly formed and validly existing under the Laws of the jurisdiction of its formation.  Each MidCon Entity has all requisite corporate, limited liability company or partnership power and authority, as applicable, to own, lease, and operate its properties and to carry on its business as now being conducted.  Except for its ownership of one or more other MidCon Entities as set forth in Schedule 4.2(a), no MidCon Entity owns, directly or indirectly, any capital stock or other equity securities of or interests in any other Person.

(b)           Qualification.  Each of the MidCon Entities is duly qualified or licensed to do business as a corporation, limited liability company or partnership, as applicable, and each of the MidCon Entities is in good standing in the jurisdictions opposite its name in Schedule 4.2(b), which are the only jurisdictions in which the property owned, leased, or operated by it or the conduct of its business requires such qualification or licensing, except jurisdictions in which the failure to be so qualified or licensed would not have a Material Adverse Effect on the MidCon Entities.

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(c)           Ownership of Equity; Encumbrances.  Except as otherwise indicated on Schedule 4.2(c), all of the outstanding capital stock or other equity interests of each MidCon Entity is owned, directly or indirectly, by the owner reflected on Schedule 4.2(a) free and clear of all Encumbrances, other than (x) restrictions on transfer that may be imposed by federal or state securities Laws, (y) encumbrances that arise out of any actions taken by or on behalf of Buyer or its Affiliates, or (z) Permitted Encumbrances.  All outstanding shares of capital stock of each corporate MidCon Entity have been validly issued and are fully paid and nonassessable.  All equity interests of each other MidCon Entity have been validly issued and are fully paid.

(d)           Options and Rights to Acquire Equity.  Except as set forth on Schedules 4.2(a) or 4.2(d), there are outstanding (i) no securities of any Seller, Seller Affiliate or any MidCon Entity convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of any MidCon Entity, (ii) no options, warrants, preemptive or other rights to acquire from Seller, any Seller Affiliate or any MidCon Entity, and no obligation of Seller, any Seller Affiliate or any MidCon Entity to issue or sell, any shares of capital stock or other voting securities of any MidCon Entity or any securities convertible into or exchangeable or exercisable for such capital stock or voting securities, other than the rights of Buyer to acquire the Purchased Shares pursuant to this Agreement, and (iii) no equity equivalents or other similar rights of or with respect to any MidCon Entity.  There are outstanding no obligations of Seller, Seller Affiliate or any MidCon Entity to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests or rights.

4.3           Organizational Documents.  Seller has made available to Buyer accurate and complete copies of the organizational documents of the Company and the other MidCon Entities as currently in effect.

4.4           Seller’s Authority.  Seller and each Seller Affiliate which is entering into any Related Agreement has full corporate, limited liability or partnership power and authority to execute, deliver, and perform this Agreement and the Related Agreements to which it is a party.  The execution, delivery, and performance by Seller and each Seller Affiliate, as applicable, of this Agreement and the Related Agreements, and the consummation by it of the transactions contemplated hereby and thereby, have been, or prior to the Closing, will be duly authorized by all necessary corporate, limited liability or partnership action of Seller and such Seller Affiliate.  This Agreement has been duly executed and delivered by Seller and constitutes (and each Related Agreement to be executed by Seller, or any Seller Affiliate, when executed will be duly executed and delivered by Seller or such Seller Affiliate and will constitute), a valid and legally binding obligation of Seller or such Seller Affiliate as the case may be, enforceable against Seller or such Seller Affiliate in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar Laws affecting creditors’ rights generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

4.5           No Conflict.  Except as described on Schedule 4.5, and except as may result from any facts or circumstances relating solely to Buyer or its Affiliates and assuming all consents, approvals, authorizations, and other actions described in Section 4.6 have been obtained and all filings and notifications listed on Schedule 4.6 have been made, the execution, delivery, and performance of this Agreement and the Related Agreements by Seller and each Seller Affiliate

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party thereto, and the consummation by it of the transactions contemplated hereby and thereby do not and will not:

(a)           violate or breach the certificate of incorporation or bylaws (or equivalent organizational documents) of Seller, any Seller Affiliate which is entering into any Related Agreements or any MidCon Entity;

(b)           violate, breach or contravene any Law binding upon Seller, any Seller Affiliate or any MidCon Entity, except as would not, individually or in the aggregate, have a Material Adverse Effect on the MidCon Entities; or

(c)           result in any breach of, or constitute a default under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any of the assets or properties of any MidCon Entity pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which any MidCon Entity is a party or by which any of such assets or properties is bound or affected, except as would not, individually or in the aggregate, have a Material Adverse Effect on the MidCon Entities.

4.6           Consents and Approvals.  No consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person, is required to be made or obtained by Seller, any Seller Affiliate or any MidCon Entity in connection with the execution, delivery and performance of this Agreement and Related Agreements or the consummation of the transactions contemplated hereby, except:

(a)           as set forth on Schedule 4.6;

(b)           where the failure to obtain such consents, approvals, authorizations, licenses, orders or permits of, or to make such declarations, filings, or registrations or notifications, would not, individually or in the aggregate, have a Material Adverse Effect on the MidCon Entities; and

(c)           as may be necessary as a result of any facts or circumstances relating solely to Buyer or its Affiliates.

4.7           Permits.  Except as disclosed on Schedule 4.7, the MidCon Entities hold all Permits required by Law or otherwise necessary for the conduct of the business of the MidCon Entities as presently conducted, except where the failure to hold such Permits would not have a Material Adverse Effect on the MidCon Entities.  Except as disclosed on Schedule 4.7, each of the MidCon Entities is in compliance with the terms of all such applicable Permits, and no Proceeding is pending or, to the Knowledge of Seller, threatened with respect to any alleged failure by any MidCon Entity to have any such material Permit or not to be in compliance therewith, except where any such failure to comply or any pending or threatened Proceeding would not, individually or in the aggregate with other such failures to comply or Proceedings, have a Material Adverse Effect on the MidCon Entities.

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4.8           Financial Statements.

(a)           Schedule 4.8(a) contains unaudited, pro forma balance sheets of the business of the MidCon Entities as of December 31, 2005, December 31, 2006 and September 30, 2007 (the “Balance Sheet”), and related statements of income for the fiscal years and interim period then ended (collectively, the “Financial Statements”).  The Financial Statements have been prepared in conformity with GAAP, consistently applied, except as otherwise disclosed on Schedule 4.8(a) and except for the absence of notes and year-end audit adjustments required by GAAP, subject to the assumptions and limitations set forth therein.

(b)           Except as set forth in Schedule 4.8(b), the Financial Statements, subject to the assumptions and limitations set forth therein, fairly present, in all material respects, the financial position and results of operations of the MidCon Entities as of and for the periods covered thereby.

(c)           When delivered by Seller pursuant to Section 7.9 hereof, the audited financial statements of the MidCon Entities described in Section 7.9 shall have been prepared in conformity with GAAP, consistently applied, shall fairly present, in all material respects, the financial position and results of operations of the MidCon Entities as of and for the periods covered thereby.

(d)           The MidCon Entities have no material liabilities or obligations, whether known, unknown, accrued, contingent or otherwise, except (i) as set forth in Schedule 4.8(d), (ii) as and to the extent reflected on, disclosed in, or reserved against in the balance sheet prepared as of September 30, 2007, and (iii) for liabilities or obligations that were incurred after September 30, 2007 in the ordinary course of business consistent with past practice that have not had and would not have a Material Adverse Effect on the MidCon Entities.

4.9           Absence of Certain Changes.  Except as disclosed on or contemplated in Seller’s Disclosure Schedule or as contemplated by this Agreement, since the Balance Sheet Date, (i) there have not been any changes in the assets or financial condition of the MidCon Entities that have had or would have, individually or in the aggregate, a Material Adverse Effect on the MidCon Entities, (ii) the businesses of the MidCon Entities have been conducted only in the ordinary course consistent with past practice, and (iii) no MidCon Entity has suffered any loss, damage, destruction, or other casualty to any of its property, plant, equipment or inventories (whether or not covered by insurance) which has had or would have, considered individually or together with all such other occurrences of loss, damage, destruction or casualty, a Material Adverse Effect on the MidCon Entities.

4.10         Tax Matters.  Except as disclosed on Schedule 4.10:

(a)           each MidCon Entity has filed, or has had filed on its behalf, within the time and manner prescribed by law, with the appropriate Taxing Authority all Tax Returns required to be filed by each of the MidCon Entities and all such Tax Returns were and continue to be true, complete and correct since filed;

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(b)           all Taxes due and payable by or with respect to the MidCon Entities have been paid in full within the time and manner provided by law;

(c)           there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other material Tax Returns required to be filed by or with respect to any of the MidCon Entities;

(d)           none of the Tax Returns of or with respect to any of the MidCon Entities is currently being audited or examined by any Taxing Authority and, to the Knowledge of Seller, there are no proposed, threatened or asserted audits, deficiencies, reassessments or claims for Taxes against, or any adjustment of Taxes relating to the MidCon Entities or any property owned by the MidCon Entities;

(e)           no material deficiency for any Taxes has been assessed with respect to any of the MidCon Entities that has not been abated, paid in full or adequately provided for on the Balance Sheet in a manner consistent with GAAP;

(f)            none of the MidCon Entities is a party to any Tax Sharing Agreement or any other agreement that provides an indemnity for or against Taxes that will survive Closing;

(g)           none of the MidCon Entities has liability for the Taxes of any other person (i) pursuant to Section 1.1502-6 of the Treasury Regulations promulgated under the Code or comparable provisions of any taxing authority in respect of a group, consolidated, combined or unitary Tax Return, (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise;

(h)           each of the MidCon Entities has withheld and paid within the time and manner required by law all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other party;

(i)            no claim has ever been made by a Taxing Authority in a jurisdiction where a MidCon Entity does not file a Tax Return that such entity is or may be subject to taxation by that jurisdiction, and Schedule 4.10(i) sets forth all of the foreign, federal and state jurisdictions in which the MidCon Entities file Tax Returns or are required to pay Taxes;

(j)            except as required by Law, since the Balance Sheet Date, none of the MidCon Entities has or has had on its behalf: (A) made or changed any election concerning any Taxes, (B) filed any amended Tax Return, (C) settled any Tax claim or assessment, (D) received or filed a request for a ruling relating to Taxes issued by a Taxing Authority or entered into any agreement with a Taxing Authority relating to Taxes, (E) provided any power of attorney relating to Tax matters, or (F) surrendered any right to claim a refund of any Taxes;

(k)           none of the MidCon Entities (or Seller with respect to the MidCon Entities) has participated, within the meaning of Regulations section 1.6011-4(c), or been a “material advisor” or “promoter” (as those terms are defined in sections 6111 and 6112 of the Code and the Regulations promulgated thereunder) in any “reportable transaction” within the meaning of Treas. Reg. 1.6011-4 or any predecessor provision and no Tax Return filed by or on

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behalf of the MidCon Entities contained a disclosure statement under Section 6662 of the Code (or any similar provision of Law), and no Tax Return has been filed by or on behalf of a MidCon Entity with respect to which the preparer of such Tax Return advised inclusion of such a disclosure;

(l)            the Seller has delivered or made available to Buyer correct and true copies of all Tax Returns filed by or relating to the MidCon Entities and all examination reports and other relevant written materials with respect to audits, investigations, proceedings, examinations or other controversies relating to the MidCon Entities (whether proposed, threatened, pending or concluded) for all taxable periods beginning after January 1, 2005;

(m)          Except with respect to Horizon Pipeline, L.L.C., Canyon Creek Compression Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Illinois Pipeline LLC, the MidCon Entities are part of an “affiliated group” as such term is defined under Section 1504(a) of the Code and any similar provision of state or local Tax law;

(n)           each of Horizon Pipeline Company, L.L.C. and Canyon Creek Compression Company are, and since formation have been, taxed as partnerships for federal income Tax purposes;

(o)           none of the assets of the MidCon Entities are “tax-exempt use property” within the meaning of Section 168(h) of the Code or tax-exempt bond financed property within the meaning of Section 168(g)(5) of the Code;

(p)           there are no liens for Taxes on the assets of the MidCon Entities other than Permitted Encumbrances; and

(q)           none of the MidCon Entities is a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state, local or foreign Tax law).

4.11         Compliance With Applicable Laws.  The MidCon Entities are in compliance with all Laws (other than Environmental Laws, as to which Seller’s sole representations and warranties are set forth in Section 4.16 and Laws relating to Taxes, as to which Seller’s sole representations and warranties are set forth in Section 4.10), except (i) as disclosed on Schedule 4.11 or (ii) for such noncompliance with Laws which would not have a Material Adverse Effect on the MidCon Entities.

4.12         Legal Proceedings; Regulatory Proceedings.

(a)           Except as disclosed on Schedule 4.12(a), there are no Proceedings pending or, to the Knowledge of Seller, threatened against any MidCon Entity or any properties of any MidCon Entity which would have a Material Adverse Effect on the MidCon Entities or materially impair Seller’s ability to effect the Closing.  No MidCon Entity is subject to any judgment, order, writ, injunction, or decree of any Governmental Entity which has had or will have a Material Adverse Effect on the MidCon Entities.

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(b)           Except as disclosed on Schedule 4.12(b), none of the MidCon Entities is party to any Proceeding which could reasonably be expected to result in an order having a Material Adverse Effect on the MidCon Entities, and, to the Knowledge of Seller, no such Proceeding is pending or threatened, and to the Knowledge of Seller there is no basis for any such Proceeding.

4.13                           Properties. Except (i) as disclosed on Schedule 4.13, (ii) for Permitted Encumbrances, and (iii) for properties rights terminated or disposed of (e.g. by sale or lease termination) after the Balance Sheet Date in the ordinary course of business consistent with past practice and the absence of which would not and does not adversely effect the ability of the MidCon Entities to carry on their business as conducted by them on the date hereof, each of the MidCon Entities has (A) good and marketable fee simple title to the owned real properties (other than Easements) reflected on the Balance Sheet free and clear of Encumbrances, (B) a valid, binding and enforceable leasehold interest in each of the leased properties reflected on the Balance Sheet, free and clear of all Encumbrances, and (C) good and defensible title to those material personal properties reflected on the Balance Sheet free and clear of Encumbrances. The real properties owned by the MidCon Entities, together with real property that one or more of the MidCon Entities holds a valid leasehold interest in, or a valid easement through, constitute all of the real property used in or reasonably necessary for the conduct of the business of the MidCon Entities as conducted by them on the date hereof. As of the date hereof, there is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any material portion of any of the real property of the MidCon Entities and, to the Seller’s Knowledge, no such proceeding is threatened.

4.14                           Certain Obligations of the MidCon Entities.

(a)           Schedule 4.14(a) sets forth a list of all agreements and indentures relating to the borrowing of money or the guaranty of an obligation for borrowed money that involve payments by any MidCon Entity (other than the MidCon Debt) and the amounts borrowed thereunder, or relating to mortgaging, pledging or otherwise placing an Encumbrance on any material portion of the MidCon Entities’ assets, taken as a whole.

(b)           Schedule 4.14(b) sets forth a list of all material joint venture agreements to which any MidCon Entity is a party.

(c)           Schedule 4.14(c) sets forth a list of contracts between any MidCon Entity, on one hand, and Seller or any Seller Affiliate (other than a MidCon Entity) on the other hand.

(d)           Except for contracts described in Sections 4.14(a) through (c) above, Schedule 4.14(d) sets forth a list of all contracts or agreements that (i) in each case require or entitle a MidCon Entity to make or receive payments of at least $5 million annually or in the aggregate and (A) have a term of greater than one year and that cannot be cancelled on less than ninety days notice or (B) contain a change of control or non-assignment provision or that otherwise requires any consent, waiver or other action by any Person in connection with the transactions contemplated by this Agreement, (ii) prohibit Seller or any MidCon Entity from freely engaging in business anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business), or (iii) require or entitle any of the MidCon Entities to

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make or receive payments of at least $10 million annually or in the aggregate, provided that the calculation of the aggregate payments for any such agreement or contract shall not include payments attributable to any renewal periods or extensions for which the relevant MidCon Entity may exercise an option in its sole discretion to approve or disapprove (each of the documents set forth on Schedules 4.14(a) through (d) being a “Material Contract”).

(e)           Except as set forth in Schedule 4.14(e), each Material Contract is valid and enforceable in all material respects in accordance with its terms against the MidCon Entity party thereto, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar Laws affecting creditors’ rights generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances. None of the MidCon Entities party to any Material Contract is in breach of the terms of any such Material Contract where such breach would have a Material Adverse Effect on the MidCon Entities and, to the Knowledge of Seller, no other party to any Material Contract is in breach of the material terms thereof. Seller has delivered, or made available, to Buyer copies of each Material Contract.

4.15                           Employee Matters. Except as set forth on Schedule 4.15, the MidCon Entities (i) have no employees, (ii) are not the sponsor of and do not participate in any Benefit Plan, and (iii) have no material liability relating to any Benefit Plan, nor, to the Knowledge of Seller, does any condition or set of circumstances exist under which the MidCon Entities could reasonably be expected to have any material liability with respect to any Benefit Plan. None of the MidCon Entities is a party to, or bound by, any collective bargaining agreement or contract with a labor union, and there are no unfair labor practice or labor arbitration Proceedings pending or to the Seller’s Knowledge, threatened against any MidCon Entity.

4.16                           Environmental. Except as set forth on Schedule 4.16, and as would not have a Material Adverse Effect on the MidCon Entities:

(a)           Each of the MidCon Entities is and has been in compliance with applicable Environmental Laws, and has obtained and is in compliance with any permits required under any applicable Environmental Laws;

(b)           None of the MidCon Entities has received any written or other formal (whether written or otherwise) notice or demand letter from any Governmental Entity or Third Party, indicating that any of the MidCon Entities is in violation of, or liable under, any Environmental Law, which violation or liability has not heretofore been resolved with such Governmental Entity or Third Party;

(c)           There are no conditions existing on currently or formerly owned, operated or leased properties, assets, and businesses of any of the MidCon Entities (including soils, groundwater, surface water, buildings or other structures) that would reasonably be expected to give rise to any claim, proceeding, action, or liability under any Environmental Law;

(d)           No such properties, assets, or businesses of any of the MidCon Entities is contaminated with Hazardous Materials in violation of any Environmental Law; and

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(e)           None of the MidCon Entities has assumed contractually the liability of any other person under any applicable Environmental Law.

(f)            Seller’s sole representations and warranties relating in any way to Environmental Laws or matters regulated thereunder are set forth in Section 4.16 and no provisions of this Agreement other than those set forth in this Section 4.16 shall be deemed to be representations or warranties as to environmental matters.

4.17                           Insurance. Except as disclosed on Schedule 4.17, all insurance policies maintained with respect to the MidCon Entities are in full force and effect and all premiums due and payable on such policies have been paid (other than retroactive or retrospective premium adjustments that are not yet, but may be, required to be paid with respect to any period ending prior to the Closing Date). No notice of cancellation of, or indication of an intention not to renew, any such insurance policy has been received by Seller or any MidCon Entity.

4.18                           Brokerage Fees. Except as set forth in Schedule 4.18, neither Seller nor any Seller Affiliates have entered (directly or indirectly) into any agreement with any Person that would obligate Buyer, any of its Affiliates or any of the MidCon Entities to pay any commission, brokerage or “finder’s fee” or other similar fee in connection with this Agreement or the transactions contemplated herein.

4.19                           Hedging. The Company follows risk parameters, limits and guidelines that are in compliance with the Company’s risk management policy (the “Hedging Guidelines”), an accurate and complete copy of which has been provided to Buyer prior to the date hereof, to (i) restrict the level of risk that the MidCon Entities are authorized to take with respect to, among other things, the net position resulting from all physical and financial natural gas hedge contracts, exchange-traded futures and options transactions, over-the-counter transactions and derivatives thereof, interest rate swap agreements, and similar transactions (the “Company Net Position”) and (ii) monitor compliance with the Hedging Guidelines by the MidCon Entities with such risk parameters. As of the date hereof, (a) the Company Net Position is within the risk parameters that are set forth in the Hedging Guidelines and (b) the exposure of the MidCon Entities with respect to the Company Net Position resulting from all transactions described in clause (i) above would not reasonably be expected to result in a material loss to the MidCon Entities, taken as a whole, based on market prices in existence as of the date hereof. From the Balance Sheet Date through the date hereof, none of the MidCon Entities has, in accordance with its ▇▇▇▇-to-market accounting policies, experienced an aggregate net loss in its hedging and related operations that would be material to the MidCon Entities taken as a whole taking into account the recognition of any underlying commodity sales.

4.20                           Books and Records. The books of account, minute books, record books and other records of each of the MidCon Entities, all of which have been made available to the Buyer or its representatives, are complete and correct in all material respects.

4.21                           No Other Representations. EXCEPT AS AND TO THE EXTENT SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER TO THE BUYER AND SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY,

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STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS RESPECTIVE REPRESENTATIVES (INCLUDING WITHOUT LIMITATION ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF SELLER OR ANY AFFILIATE THEREOF). EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT COMMON LAW, BY STATUTE, OR OTHERWISE, RELATING TO THE CONDITION OF THE ASSETS OF THE MIDCON ENTITIES (INCLUDING ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING (A) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF THE MIDCON ENTITIES OR (B) THE POSSIBILITY, PROBABILITY OR LIKELIHOOD OF PROCEEDINGS ARISING FROM AND AFTER THE DATE HEREOF WHICH CHALLENGE THE RATES CHARGED ON ANY OF THE MIDCON ENTITIES’ PIPELINE SYSTEMS.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BUYER

Subject to the disclosures made by Buyer in Buyer’s Disclosure Schedule, Buyer represents and warrants to Seller as follows:

5.1                                 Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation.

5.2                                 Buyer’s Authority. Buyer has full corporate power and corporate authority to execute, deliver, and perform this Agreement and any Related Agreements to which it is a party. The execution, delivery, and performance by Buyer of this Agreement and such Related Agreements and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes, and each such Related Agreement executed or to be executed by Buyer has been, or when executed will be, duly executed and delivered by Buyer and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar Laws affecting creditors’ rights generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

5.3                                 No Conflict. Assuming all consents, approvals, authorizations, and other actions described in Section 5.4 have been obtained and all filings and notifications listed in Section 5.4 have been made, and except as may result from any facts or circumstances relating solely to Seller or any Seller Affiliate, the execution, delivery and performance of this Agreement by Buyer do not and will not:

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(a)           violate or breach the certificate of incorporation or bylaws of Buyer;

(b)           violate or breach any Law binding upon Buyer, except as would not have a Material Adverse Effect on Buyer; or

(c)           result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of Buyer pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which Buyer is a party or by which any of such assets or properties is bound or affected, except as would not have a Material Adverse Effect on Buyer.

5.4                                 Consents and Approvals. No consent, approval, authorization, license, order, or permit of, or declaration, filing, or registration with, or notification to, any Governmental Entity, or any other Person, is required to be made or obtained by Buyer or any of its Affiliates in connection with the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, except (a) where failure to obtain such consent, approval, authorization, or action, or to make such filing or notification, would not have a Material Adverse Effect on Buyer and (b) as set forth on Schedule 5.4.

5.5                                 Financing. Buyer has delivered to Seller true and complete copies of the executed debt commitment letter from Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Banc of America Securities LLC and Bank of America, N.A. (the “Debt Commitment Letter”), dated December 10, 2007, and the executed capital commitment letters from ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Infrastructure Limited, BBIFNA AIV Two, LP, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇ Pty Ltd, Public Sector Pension Investment Board, and Stichting Pensioenfonds voor de Gezondheid, Geestelijke en Maatschappelijke Belangen (PGGM) (the “Investor Commitment Letter”), dated December 10, 2007. As of the date of this Agreement, the Debt Commitment Letter and the Investor Commitment Letter and the commitments contained therein, in the form so delivered, (i) have not been in any manner withdrawn, altered, amended, modified, rescinded or revoked, (ii) are in full force and effect and (iii) are legal, valid and binding obligations of Buyer and to the Knowledge of Buyer, each of the other parties thereto. The Investor Commitment Letter provides that the parties to such Investor Commitment Letter are obligated to fund their commitments under such letter for the purpose of paying the Purchase Price in the event that either (a) Buyer agrees that the conditions in Article 9 have been satisfied or waived, or (b) the Arbitrator delivers a Satisfied Conditions Decision pursuant to Article 10, or is deemed to have issued or delivered a Satisfied Conditions Decision in accordance with Section 10.1(a). The Investor Commitment Letter also provide that (i) (x) it cannot be withdrawn, rescinded or revoked or assigned (whether by operation of law, merger consolidation or otherwise; provided that ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Infrastructure Limited may assign all or a portion of its rights and obligations under the Investor Commitment Letter to Affiliates it controls or to ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Infrastructure Trust and Affiliates controlled by ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Infrastructure Trust) prior to their term and cannot otherwise be altered, amended or modified in a manner adverse to Seller, Buyer or the Company or that would adversely impact the ability of any of them to consummate the transactions contemplated hereunder or would delay the Closing Date, and (y) the parties thereto and the amounts they are committed to fund cannot be changed, in each case

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(x) and (y) without the prior written consent of Seller (it being understood that BBIFNA AIV Two, LP and ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇ Pty Ltd may make arrangements and enter into agreements to effect any sale, transfer or disposition of their interests in Buyer immediately after Closing that are permitted under Section 4(a)(i) of the Shareholder Agreement), (ii) there are no conditions to funding for purposes of paying the Purchase Price other than satisfaction or waiver by the relevant Party of the conditions in Articles 8 and 9, and (iii) they will terminate upon the earliest to occur of (w) the completion of the Closing on the Closing Date, (x) 10 Business Days after termination of this Agreement pursuant to any of Sections 11.1(a)-(f) in circumstances where no claim of intentional or willful and material breach of this Agreement by Buyer has been made or such claim has been finally adjudicated and denied, or (y) the date that the Buyer Termination Fee is paid or, (z) as to an Investor’s commitment under the Investor Commitment Letter, when such Investor pays its Investor Percentage of the Buyer Termination Fee as contemplated by Section 11.5. As of the date of this Agreement, Buyer does not have any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in each of the Debt Commitment Letter and the Investor Commitment Letter. Buyer has fully paid any and all commitment and other fees due and payable on or prior to the execution hereof in connection with the Debt Commitment Letter and the Investor Commitment Letter.

5.6                                 Legal Proceedings. There are no Proceedings pending or, to the Knowledge of Buyer, threatened seeking to restrain, prohibit, or obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby.

5.7                                 Brokerage Fees. Except as set forth in Schedule 5.7, neither Buyer nor any of its Affiliates have entered (directly or indirectly) into any agreement with any Person that would obligate Seller, any Seller Affiliate or any MidCon Entity to pay any commission, brokerage or “finder’s fee” or other similar fee in connection with this Agreement or the transactions contemplated herein.

5.8                                 Nature of Investment; Investment Experience; Restricted Securities. In acquiring the Purchased Shares, Buyer is not offering or selling, and will not offer or sell, the Purchased Shares for Seller in connection with any distribution of any of such Purchased Shares, and Buyer does not have a participation and will not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable securities Laws. Buyer acknowledges that it can bear the economic risk of its investment in the Purchased Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Purchased Shares. Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act of 1933 (the “Securities Act”). Buyer understands that none of the Purchased Shares will have been registered pursuant to the Securities Act or any applicable state securities Laws, that the Purchased Shares will be characterized as “restricted securities” under federal securities Laws and that under such laws and applicable regulations none of such Purchased Shares can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

5.9                                 Independent Investigation. Buyer hereby acknowledges and affirms that it has completed its own independent investigation, analysis and evaluation of the MidCon Entities, that it has made all such reviews and inspections of the business, assets, results of operations,

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condition (financial or otherwise) and prospects of the MidCon Entities as it has deemed necessary or appropriate, and that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby it has relied solely on Buyer’s own independent investigation, analysis, and evaluation of the MidCon Entities. Buyer further acknowledges and understands that regulators and shippers on the MidCon Entities’ pipelines have rights to challenge the rates they are charged under certain circumstances as prescribed by Law, and that any successful challenge could materially adversely affect the future earnings and cash flows of the MidCon Entities.

5.10                           Buyer Status. Buyer is not an employee benefit plan or other organization exempt from taxation pursuant to Section 501(a) of the Code, a non-resident alien, a foreign corporation or other foreign Person, or a regulated investment company within the meaning of Section 851 of the Code.

ARTICLE 6
CONDUCT OF MIDCON ENTITIES PENDING CLOSING

6.1           Pre-Closing Restrictions. Except as expressly provided in this Agreement, in Schedule 6.1, in the Company’s 2007 and 2008 Annual Budgets in the form attached hereto as Annex I (the “Current Budget”) or as expressly agreed to in writing by Buyer, prior to the Closing, Seller shall cause each of the MidCon Entities to conduct its operations in all material respects according to its ordinary and usual course of business and consistent with its past practice and use its Reasonable Efforts to preserve intact its current business organization and to preserve its relationships with customers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it. Without limiting the generality of the foregoing, except as expressly provided in this Agreement, in Schedule 6.1, or in the Current Budget, Seller shall not permit any MidCon Entity other than the Joint Venture Entities (and with regard to the Joint Venture Entities, Seller shall not consent to any of the following unless the withholding of such consent would cause Seller to breach a duty owed to any of the Joint Venture Entities or any partner thereof), without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed, to:

(a)           amend its charter or bylaws or other governing instruments;

(b)           (i) issue, sell, or deliver any shares of its capital stock of any class or any other securities or equity equivalents; or (ii) amend in any material respect any of the terms of any such securities outstanding as of the date hereof;

(c)           (i) split, combine, or reclassify any shares of its capital stock or outstanding equity; (ii) repurchase, redeem or otherwise acquire any of its securities; or (iii) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization of any MidCon Entity;

(d)           acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, any assets outside the ordinary course of business consistent with past practice;

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(e)           acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership, or other business organization or division thereof;

(f)            (A) make or rescind any express or deemed election relating to Taxes other than as mandated by Law; (B) make a request for a Tax ruling, enter into any agreement with a Taxing Authority with respect to Tax matters or provide a power of attorney regarding Tax matters, in each case, which could affect any MidCon Entity after the Closing Date; (C) settle or compromise any Tax claim or other controversy relating to Taxes, to the extent the amount of such settlement is equal to or greater than $50,000, except to the extent a liability has been specifically accrued for with respect to such Tax claim or controversy on the Balance Sheet in a manner consistent with GAAP; (D) file any amendments to any previously filed Tax Returns that could affect the Taxes of a MidCon Entity; (E) except as mandated by Law, change any of its methods of reporting income or deductions for Tax purposes from those employed in the preparation of the most recently filed Tax Return that has been previously delivered or made available to Buyer on which such item of income or deduction was previously reported; or (F) file any Tax Return in a manner that is inconsistent with past custom and practice, except as may be required by a change in Law;

(g)           amend the Current Budget or approve any other budget for it or its subsidiaries;

(h)           incur or prepay any indebtedness (or guaranty another person’s indebtedness), other than the MidCon Debt or in the ordinary course of business in an amount less than $5 million in the aggregate, or create any liens on or security interest in any of the assets of the Company or its subsidiaries in connection therewith;

(i)            grant any stock bonuses, stock options or stock-based arrangements from the Company or its subsidiaries for their officers, directors or employees, or amend or provide for employee pension, benefit or welfare plans or arrangements by the Company or its subsidiaries other than ordinary course grants consistent with past practice;

(j)            approve projects for capital expenditures outside the Current Budget other than capital expenditures reasonably necessary in the event of an emergency, to safeguard life or property, or to ensure compliance with Laws;

(k)           make any filing with the Federal Energy Regulatory Commission otherwise than in the ordinary course, or materially amend any government permit, materially amend any filing with any governmental body, or seek any material governmental action;

(l)            settle a dispute or litigation involving the Company or its subsidiaries that would materially adversely effect the Company or its subsidiaries or require payment by the Company or its subsidiaries of more than $10 million, individually or in the aggregate;

(m)          defer any expenditure that otherwise would be made consistent with its past practice and practices of a reasonable and prudent natural gas pipeline operator;

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(n)           amend or modify the cash management policies of the MidCon Entities or manage working capital other than in the ordinary course of business consistent with past practices;

(o)           accelerate the collection of any accounts receivable or delay the payment of any accounts payable, other than in the ordinary course of business consistent with past practice; or

(p)           cause the Company or its subsidiaries to enter into any contract to do any of the foregoing or to take any action, appeal or proceeding in connection with any of the foregoing.

ARTICLE 7
ADDITIONAL AGREEMENTS

7.1           Access to Information and Confidentiality. Between the date hereof and the Closing, Seller: (i) shall give Buyer and its authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to such facilities, books and records of the MidCon Entities and to the facilities, books and records of Seller that are related to the business of the MidCon Entities, in each case as is reasonably necessary to allow Buyer and its authorized representatives to verify the accuracy of any representation or warranty contained in the Agreement; and (ii) shall cause officers of the MidCon Entities and Seller to furnish Buyer and its authorized representatives with such financial and operating data and other information with respect to the business of MidCon Entities as the Buyer may from time to time reasonably request. Seller shall have the right to have a representative present at all times during any such inspections and examinations conducted at the offices or other facilities or properties of Seller or the MidCon Entities. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement. Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer any information the disclosure of which would jeopardize any privilege available to the MidCon Entities, Seller or any Seller Affiliate relating to such information or would cause Seller, any Seller Affiliate or any MidCon Entity to breach a confidentiality obligation. No investigation or receipt of information pursuant to this Section 7.1 shall affect any representation or warranty of Seller or the conditions to the obligation of the Buyer to consummate the transactions contemplated by this Agreement.

7.2                                 Regulatory and Other Authorizations and Consents.

(a)           Filings; Additional Actions. Each Party shall use Reasonable Efforts to obtain all material authorizations, consents, orders, and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including those pertaining to the Governmental Approvals) and other Third Parties that may be or become necessary for its execution and delivery of, and the performance of its obligations under this Agreement and will cooperate fully with the other Party in promptly seeking to obtain all such material authorizations, consents, orders, and approvals, giving such notices, and making such filings.

To the extent required by the HSR Act, each Party shall:

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(i)            file or cause to be filed, as promptly as practicable but in no event later than the tenth (10^th) Business Day after the execution and delivery of this Agreement, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such Party under the HSR Act concerning the transactions contemplated hereby; and

(ii)           promptly comply with, or cause to be complied with, any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement.

Each Party shall request, and cooperate with the other Party in requesting, early termination of any applicable waiting period under the HSR Act. Buyer shall pay the filing fees payable in connection with the filings by the Parties required by the HSR Act.

Each Party shall:

(i)            use Reasonable Efforts to promptly gather and provide the necessary information required for purposes of making a filing with CFIUS as soon as practicable after the date hereof in respect of the transactions contemplated hereby under the Exon-▇▇▇▇▇▇ Amendment; and

(ii)           upon request by the other, use Reasonable Efforts to promptly furnish the other with all true and accurate information concerning itself, its operations, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the filing, notice or application made in connection with the Exon-▇▇▇▇▇▇ Amendment, and the transactions contemplated by this Agreement;

provided that the pre-notification filing with CFIUS relating to the transaction be filed as promptly as practicable but in no event later than the tenth (10th) Business Day after the execution and delivery of this Agreement.

Each Party shall have the right to review and approve in advance all characterizations of the information relating to such Party or to the transactions contemplated by this Agreement that appear in any application, notice, petition or filing made in connection with the transactions contemplated by this Agreement, it being understood that neither Party shall unreasonably withhold or delay its approval. The Parties agree that they will (i) consult and cooperate with each other with respect to the obtaining of all Governmental Approvals and in connection with any investigation or other inquiry, including any Proceeding initiated by a Third Party and (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, any Governmental Entity regarding any of the transactions contemplated hereby.

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(b)           Third Party Consents. Buyer will use its Reasonable Efforts to assist Seller in obtaining any consents of Third Parties necessary or advisable in connection with the transactions contemplated by this Agreement, including providing to such Third Parties such financial information with respect to Buyer as such Third Parties may reasonably request.

7.3                                 Public Announcements. Buyer and Seller shall consult with each other before they or any of their Affiliates issue any press release or otherwise make any public statement with respect to this Agreement or the transactions contemplated hereby. Buyer and Seller and their Affiliates shall not issue any such press release or make any such public statement without the consent of the other Parties, which consent shall not be unreasonably withheld or delayed, except as may be required by Law or applicable rule of any stock exchange.

7.4                                 Supplemental Disclosure. Each Party agrees that, with respect to the representations and warranties of such Party contained in this Agreement, such Party shall have the continuing obligation until the Closing to supplement or amend promptly, and in any event not later than three Business Days prior to the anticipated Closing Date, the information in such Party’s Disclosure Schedule with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in such Party’s Disclosure Schedule in order to make such Party’s representations and warranties accurate. Buyer, on the one hand, or Seller, on the other hand, supplementing or amending the information in its or their Disclosure Schedules (the “Disclosing Party”) shall deliver a copy of the amendment or supplement (in either case, the “Supplemental Disclosure”) to the other Party or Parties, as the case may be (the “Receiving Party”). The disclosures contained in any Supplemental Disclosure delivered pursuant to this Section 7.4 shall not constitute a waiver or an exception to cure any breaches of representations or warranties of the Delivering Party in determining whether the closing conditions have been satisfied. Notwithstanding the foregoing, in the event the sale of the Purchased Shares is consummated, following such consummation, the Receiving Party may not seek any indemnification from the Delivering Party pursuant to Article 12 hereto or seek any other remedy with respect to the matters set forth in the Supplemental Disclosure.

7.5                                 Expenses. Except as otherwise expressly provided in this Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such fee or expense, whether or not the Closing shall have occurred.

7.6                                 Company Guarantees. Buyer shall either (a) execute and deliver to the appropriate lenders or other obligees (the “Beneficiaries”) under the Company Guarantees, such assumption agreements, other agreements and other documents, and supply any credit support as reasonably required by each Beneficiary such that, as a result, (i) Buyer shall be severally liable for 80% of the obligations under the Company Guarantees and (ii) Seller shall be severally liable for 20% of the obligations under the Company Guarantees; provided, however, that if a Beneficiary requires that any such obligation be joint and several as to the Parties, the Parties shall, prior to the Closing, enter into an agreement which allocates such obligations between them in accordance with their respective percentage ownership interests in the Company following the Closing, or (b) at the request of Seller, provide one or more backstop guarantees or letters of credit (each, a “Backstop Guaranty”) in respect of 80% of the obligations under such

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Company Guarantees in favor of the obligors thereunder. Buyer shall provide to Seller copies of all agreements and documents supplied to the Beneficiaries concurrently with their delivery to a Beneficiary. If requested by Seller, Buyer shall, prior to the Closing, execute and deliver an “Assumption of Guaranty Agreement” with respect to each Company Guarantee (other than any Company Guarantee in respect of which a Backstop Guarantee has been issued) in the form of Exhibit B and shall request that each beneficiary of each such Company Guarantee enter into such Assumption of Guaranty Agreement.

7.7                                 Transfer Taxes. Buyer and Seller shall each be responsible for the payment of one half of any required payments of Transfer Taxes resulting from the sale of the Purchased Shares.

7.8                                 Confidentiality and Standstill Agreements. After the date hereof, Seller shall not, and shall not permit any of the MidCon Entities, other than the Joint Venture Entities, to, terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which Seller or any MidCon Entity is a party. After the date hereof, Seller shall, and shall cause the MidCon Entities, other than the Joint Venture Entities, to, enforce to the fullest extent permitted under applicable Law, the provisions of any such agreement, including without limitation, by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. Immediately following the date of execution of this Agreement, to the extent permitted by the terms of any confidentiality agreement with any Person, Seller shall request that any Person in receipt of confidential information relating to any of the MidCon Entities which was previously supplied by Seller or any of its Affiliates, including the MidCon Entities, return all such confidential information to Seller or destroy or permanently erase all copies of such confidential information.

7.9                                 Audited Financial Statements and Comfort Letters. Not later than thirty (30) days after the date hereof, Seller shall deliver to the Buyer (i) audited balance sheets of the MidCon Entities as of December 31, 2006 and 2005, (ii) audited statements of income and cash flows of the MidCon Entities for the years ended December 31, 2006 and 2005, and (iii) unaudited balance sheets and statements of income and cash flows of the MidCon Entities as of and for the nine (9) months ended September 30, 2007. All such financial statements shall be prepared in accordance with the financial disclosure requirements contained in the rules and regulations of the Securities and Exchange Commission. Seller shall, at Buyer’s sole cost and expense, provide, and cause the relevant officers and employees of it and its Affiliates (including the Company) to provide, all necessary cooperation and information in connection with the arrangement and obtaining of the financing for Buyer’s obligations under Section 2.3 hereof as may be reasonably requested by Buyer, including without limitation with prospective lenders and investors in customary presentations (including “road show” presentations and sessions with rating agencies), cooperation in the preparation and filing of any offering documents, the issuance of any comfort letters, the receipt of any auditors’ consents, certifications of the chief financial officer with respect to solvency matters, the delivery of consolidated pro forma financial information and to use Reasonable Efforts to cause each independent auditor to so cooperate and provide assistance with the foregoing.

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7.10                           Tax Matters.

(a)           On or prior to the Closing Date, all Tax Sharing Agreements to which the MidCon Entities are a party to shall be terminated and have no continuing force and effect with respect to the MidCon Entities thereafter.

(b)           Seller shall not amend or revise any Tax Return of or that includes the MidCon Entities without the Buyer’s written consent which consent shall not be unreasonably withheld or delayed.

7.11                           Certain Disclosure Matters.

(a)           Each disclosure of Seller set forth in Seller’s Disclosure Schedule shall limit a representation or warranty of Seller only to the extent such disclosure specifically references the particular representation or warranty it is intended to qualify or it is reasonably apparent on the face of such disclosure that it qualifies such particular representation or warranty.

(b)           Each disclosure of Buyer set forth in Buyer’s Disclosure Schedule shall limit a representation or warranty of Buyer only to the extent such disclosure specifically references the particular representation or warranty it is intended to qualify or it is reasonably apparent on the face of such disclosure that it qualifies such particular representation or warranty.

(c)           Prior to the first use of any offering memorandum relating to the MidCon Debt, the Company (i) shall provide Buyer a reasonable opportunity to review and submit written comments on such document, (ii) will consider such comments, and (iii) will not include in such offering memorandum information about Buyer or the Investors to which Buyer reasonably objects.

7.12                           Financing. Buyer shall use its Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the debt financing described in the Debt Commitment Letter on the terms and conditions described in the Debt Commitment Letter (provided that Buyer may amend or modify the Debt Commitment Letter as long as the terms thereof would not adversely impact the ability of Buyer, Seller or the Company to consummate the transactions contemplated hereby or delay the Closing Date), including using Reasonable Efforts to (i) maintain in effect the Debt Commitment Letter, timely pay any commitment fees that become due and payable in accordance with the terms of the Debt Commitment Letter, negotiate and enter into definitive agreements with respect to such debt financing on the terms and conditions reflected in the Debt Commitment Letter or on other terms no less favorable, in the aggregate, to Buyer, (ii) satisfy on a timely basis all conditions in such definitive agreements that are within its control, (iii) consummate such debt financing at or prior to Closing in accordance with the terms of the Debt Commitment Letter and (iv) enforce its rights to cause the lenders to provide such debt financing under the Debt Commitment Letter (including by taking enforcement action to cause such lender providing such debt financing to fund such financing). Buyer shall also use its Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the

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financing contemplated by the Investor Commitment Letter, including using Reasonable Efforts to (i) maintain in effect the Investor Commitment Letter and timely pay any commitment fees that become due and payable in accordance with the terms of the Investor Commitment Letter, (ii) satisfy on a timely basis all conditions applicable to Buyer in such Investor Commitment Letter that are within its control, (iii) consummate the financing contemplated by the Investor Commitment Letter at or prior to Closing and (iv) enforce its rights to cause the Investors to provide the financing contemplated under the Investor Commitment Letter (including by taking enforcement action to cause such Investors providing such financing to fund such financing). Buyer will retain all capital funded to Buyer pursuant to the Investor Commitment Letter and the Debt Commitment Letter to satisfy its obligations to Seller hereunder until such obligations to Seller have been satisfied. Buyer will not, and will not consent to, the withdrawal, rescission or revocation of the Investor Commitment Letter, any changes in the parties thereto or the amounts they are committed to fund thereunder (it being understood that BBIFNA AIV Two, LP and ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇ Pty Ltd may make arrangements and enter into agreements to effect any sale, transfer or disposition of their interests in Buyer immediately after Closing that are permitted under Section 4(a)(i) of the Shareholder Agreement), or the alteration, amendment or modification of the Investor Commitment Letter in a manner adverse to Seller, Buyer or the Company or that would adversely impact the ability of any of them to consummate the transactions contemplated hereunder or would delay the Closing Date, in each case above without the prior written consent of Seller. The parties to the Investor Commitment Letter (other than Buyer) or their permitted assignees will be the only owners of Buyer immediately after completion of the Closing. The Investor Commitment Letter may not be assigned (whether by operation of law, merger, consolidation or otherwise; provided that ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Infrastructure Limited may assign all or a portion of its rights and obligations under the Investor Commitment Letter to Affiliates it controls or to ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Infrastructure Trust and Affiliates controlled by ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Infrastructure Trust) without the prior written consent of Seller. Notwithstanding Section 7.4, Buyer may not create, amend or supplement Section 5.5 of the Buyer’s Disclosure Schedule or create, amend or supplement other disclosures in Buyer’s Disclosure Schedule that would have the same effect.

7.13                           Transfer of Equity Interests. Seller will contribute all of the outstanding equity interests of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Illinois Pipeline LLC to MidCon or a wholly-owned subsidiary of MidCon prior to the Closing Date.

7.14                           Seller’s Liens. Seller agrees to use its Reasonable Efforts to obtain the release of all liens with respect to assets and stock of the MidCon Entities granted under the Security Agreement and the Pledge Agreement, each dated May 30, 2007, among Seller, the subsidiary grantors named therein and the collateral agent named therein (together, the “Security Agreements”) with respect to the indebtedness set forth on Schedule 4.2(c) of the Seller Disclosure Schedule under the headings “MBO Debt” and “Knight Inc. Debt” on or prior to the Closing Date.

7.15                           Investor Letter of Credit. On or before 11:59 p.m. (New York City time) on December 17, 2007, Buyer shall deliver to Seller either the initial Investor Letter of Credit described in clause (i) of the definition thereof or the Cash Collateral. The Investor Letter of Credit or the Cash Collateral shall be used for securing payment of the Buyer Termination Fee

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under Section 11.5.

7.16                           Additional Actions. Each of the Parties hereto agrees to use its Reasonable Efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the purchase and sale of the Purchased Shares contemplated by this Agreement.

ARTICLE 8
CONDITIONS TO OBLIGATIONS OF SELLER

The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment as of the Closing Date of each of the following conditions:

8.1                                 Accuracy of Representations and Warranties. All representations and warranties of Buyer contained in this Agreement shall be deemed to have been made again at and as of the Closing Date, and shall then be true and correct (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date) except for such failure of representations and warranties to be true and correct (without regard to any qualifications with respect to materiality or Material Adverse Effect contained therein) that would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect on Seller or the MidCon Entities following the Closing.

8.2                                 Performance of Covenants and Agreements. Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date (it being understood that failure to comply with one or more covenants or agreements which failure, individually or in the aggregate, has no material impact on the other Party, the MidCon Entities or the expected benefits of the transactions contemplated hereby shall constitute one manner of compliance in all material respects). All deliveries contemplated by Section 3.3 shall have been made.

8.3                                 HSR Act and Consents.

(a)           All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

(b)           CFIUS (or other authority that may be authorized to so act) shall have notified Seller in writing that it has determined not to investigate the transactions contemplated by this Agreement, the LLC Agreement, the Shareholder Agreement or the O&R Agreement, pursuant to the powers vested in it by the Exon-▇▇▇▇▇▇ Amendment or, in the event that CFIUS has undertaken such an investigation, CFIUS shall have terminated such investigation without the President of the United States or CFIUS (or other authority that may be authorized to so act) having requested Buyer or Seller to modify the transactions contemplated by this Agreement, the LLC Agreement, the Shareholder Agreement or the O&R Agreement or otherwise enter into any

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other commitment to protect the National Security of the United States as determined by the Exon-▇▇▇▇▇▇ Amendment.

(c)           All other Governmental Approvals and Third Party consents specified on Schedules 4.6 and 5.4 shall have been obtained.

8.4                                 Legal Proceedings. No preliminary or permanent injunction or other order, decree, or ruling issued by a Governmental Entity, and no statute, rule, regulation, or executive order promulgated or enacted by a Governmental Entity, which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated hereby shall be in effect.

8.5                                 Credit Requirements. Buyer and its Affiliates shall have performed their obligations under Section 7.6 with respect to the assumption of the Company Guarantees, the applicable portion of cash deposits or other credit support shall have been returned to Seller or a Seller Affiliate and Seller and all Seller Affiliates shall have been released from their obligations under the Company Guarantees, unless at Seller’s request Buyer shall have provided a Backstop Guaranty in respect of any such Company Guarantees, in accordance with Section 7.6. Additionally, in accordance with Section 7.6, if required, substitute agreements or arrangements of Buyer or its Affiliates shall be in effect.

8.6                                 Operations and Reimbursement Agreement. NGPL and Knight Inc. shall have entered into an Operations and Reimbursement Agreement in the form attached hereto as Exhibit A (the “O&R Agreement”).

8.7                                 MidCon Debt and MidCon Payment. The issuer of the MidCon Debt shall have closed the offering of and received the proceeds from the issuance (which may have multiple tranches) with a par value (i) of no less than $2.65 billion but no greater than $2.8 billion in principal amount of debt securities with an Interest Rate no greater than 7.125% per annum, (ii) of more than $2.8 billion but less than $3.0 billion in principal amount of debt securities with an Interest Rate no greater than 7.25% per annum, or (iii) of $3.0 billion in principal amount of debt securities with an Interest Rate of no greater than 7.4% per annum, in each case with a weighted average life to maturity from issuance of at least seven (7) years; provided that in any event the terms applicable to such debt securities shall be consistent in all material respects with those set forth on the term sheet set forth in Exhibit E. The proceeds of the MidCon Debt shall have been paid to Seller in repayment of amounts owed by the Company to Seller.

8.8                                 Five Year Tranche.

Either:

(a)           One tranche of the MidCon Debt shall have a maturity from issuance of approximately five (5) years and shall be issued at par with a par value of at least $800.0 million in principal amount of debt securities (the “Five Year Tranche”). The Five Year Tranche shall be issued at an Interest Rate that if converted to a LIBOR swapped equivalent rate, as described below (“Libor Swapped Equivalent Rate”), is no greater than 250 basis points (2.5%). The Libor Swapped Equivalent Rate shall be determined at the time of the initial pricing of the Five Year

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Tranche by subtracting the midmarket 5 year USD Libor Swap Rate (found on the Bloomberg system screen IRSB US sheet #1) at such time of initial pricing from the Interest Rate of the Five Year Tranche; or

(b)           Seller shall have elected to have a reduction in the Purchase Price pursuant to Section 2.3(c).

ARTICLE 9
CONDITIONS TO OBLIGATIONS OF BUYER

The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment as of the Closing Date of each of the following conditions:

9.1                                 Accuracy of Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be deemed to have been made again at and as of the Closing Date, and shall then be true and correct (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date) except for such failure of representations and warranties to be true and correct (without regard to any qualifications with respect to materiality or Material Adverse Effect contained therein) that, individually or in the aggregate, would not be reasonably likely to result in a Material Adverse Effect on the MidCon Entities.

9.2                                 Performance of Covenants and Agreements. Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date (it being understood that failure to comply with one or more covenants or agreements which failure, individually or in the aggregate, has no material impact on the other Party, the MidCon Entities or the expected benefits of the transactions contemplated hereby shall constitute one manner of compliance in all material respects). All deliveries contemplated by Section 3.2 shall have been made.

9.3                                 HSR Act and Consents.

(a)           All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

(b)           CFIUS (or other authority that may be authorized to so act) shall have notified Seller in writing that it has determined not to investigate the transactions contemplated by this Agreement, the LLC Agreement, the Shareholder Agreement or the O&R Agreement, pursuant to the powers vested in it by the Exon-▇▇▇▇▇▇ Amendment or, in the event that CFIUS has undertaken such an investigation, CFIUS shall have terminated such investigation without the President of the United States or CFIUS (or other authority that may be authorized to so act) having requested Buyer or Seller to modify the transactions contemplated by this Agreement, the LLC Agreement, the Shareholder Agreement or the O&R Agreement or otherwise enter into any other commitment to protect the National Security of the United States as determined by the Exon-▇▇▇▇▇▇ Amendment.

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(c)           All other Governmental Approvals and Third Party consents specified on Schedules 4.6 and 5.4 shall have been obtained.

9.4                                 Legal Proceedings. No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Entity, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Entity, which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated hereby shall be in effect.

9.5                                 MidCon Debt and MidCon Payment. The issuer of the MidCon Debt shall have closed the offering of and received the proceeds from the issuance (which may have multiple tranches) with a par value (i) of no less than $2.65 billion but no greater than $2.8 billion in principal amount of debt securities with an Interest Rate no greater than 7.125% per annum, (ii) of more than $2.8 billion but less than $3.0 billion in principal amount of debt securities with an Interest Rate no greater than 7.25% per annum, or (iii) of $3.0 billion in principal amount of debt securities with an Interest Rate of no greater than 7.4% per annum, in each case with a weighted average life to maturity from issuance of at least seven (7) years; provided that in any event the terms applicable to such debt securities shall be consistent in all material respects with those set forth on the term sheet set forth in Exhibit E. The proceeds of the MidCon Debt shall have been paid to Seller in repayment of amounts owed by the Company to Seller.

9.6                                 Five Year Tranche.

Either:

(a)           One tranche of the MidCon Debt shall have a maturity from issuance of approximately five (5) years and shall be issued at par with a par value of at least $800.0 million in principal amount of debt securities (the “Five Year Tranche”). The Five Year Tranche shall be issued at an Interest Rate that if converted to a LIBOR swapped equivalent rate, as described below (“Libor Swapped Equivalent Rate”), is no greater than 250 basis points (2.5%). The Libor Swapped Equivalent Rate shall be determined at the time of the initial pricing of the Five Year Tranche by subtracting the midmarket 5 year USD Libor Swap Rate (found on the Bloomberg system screen IRSB US sheet #1) at such time of initial pricing from the Interest Rate of the Five Year Tranche; or

(b)           Seller shall have elected to have a reduction in the Purchase Price pursuant to Section 2.3(c).

9.7                                 Operations and Reimbursement Agreement. NGPL and Seller shall have entered into the O&R Agreement.

9.8                                 FIRPTA Certificate. Seller shall have provided to Buyer a duly executed certificate of non-foreign status in the form and manner that complies with Section 1445 of the Code and the Treasury Regulations thereunder.

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ARTICLE 10
CLOSING ARBITRATION

10.1         Closing Arbitration.

(a)           In the event that, (i) on the Business Day immediately prior to the Final Date or the Extended Final Date, as the case may be, Buyer provides notice to Seller that it believes in good faith that the conditions to closing set forth in Article 8 and Article 9 (excluding the last sentence of Section 8.2 and the last sentence of Section 9.2) are satisfied or waived, and Seller provides return notice to Buyer within five (5) Business Days, that it believes in good faith that the conditions set forth in Article 8 (excluding the last sentence of Section 8.2) have not been satisfied or waived, stating which condition(s) have not been satisfied or waived and a brief description of the failure of such condition(s) to be satisfied or waived, or (ii) on the Business Day immediately prior to the Final Date or the Extended Final Date, as the case may be, Seller provides notice to Buyer that it believes in good faith that the conditions to closing set forth in Article 8 and Article 9 (excluding the last sentence of Section 8.2 and the last sentence of Section 9.2) are satisfied or waived, and Buyer provides return notice to Seller within five (5) Business Days, that it believes in good faith that the conditions set forth in Article 9 (excluding the last sentence of Section 9.2) have not been satisfied or waived, stating which condition(s) have not been satisfied or waived and a brief description of the failure of such condition(s) to be satisfied or waived, or (iii) the Parties mutually agree in writing to arbitrate whether conditions to closing have been satisfied, then such dispute shall be submitted to arbitration that will be conducted in Chicago, Illinois, and, except as herein specifically stated, in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA Arbitration Rules”) then in effect. If Seller, in the case of clause (i) above, does not provide return notice within five (5) Business Days, a Satisfied Conditions Decision (as defined below) in favor of Buyer shall be deemed to have been issued.  If Buyer, in the case of clause (ii) above, does not provide return notice within five (5) Business Days, a Satisfied Conditions Decision in favor of Seller shall be deemed to have been issued.

(b)           Buyer and Seller shall jointly select a nationally recognized law firm or attorney that has significant experience in merger and acquisition transactions of similar complexity that is not counsel to either Buyer, Seller or any Investor and is otherwise neutral and impartial; provided, however, that if Buyer and Seller are unable to select such nationally recognized law firm or attorney within five (5) Business Days of the date of the return notice referred to in (a) above, either Party may request the American Arbitration Association to appoint, within ten (10) Business Days from the date of such request, a nationally recognized law firm or attorney, in each case meeting the requirements set forth above.  The firm or attorney so selected and accepting such selection shall be referred to herein as the “Arbitrator.”

(c)           The Parties shall each submit a summary description of their position with respect to the specific closing conditions in dispute within 15 Business Days of the appointment of the Arbitrator.  Unless otherwise mutually agreed to by the Parties, during such period each Party shall allow and participate in discovery as follows:

(i)            Each Party may (1) conduct three (3) non-expert depositions of no more than five (5) hours of testimony each, with any deponents employed by any

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Party to appear for deposition in Chicago, Illinois; (2) propound a single set of requests for production of documents containing no more than ten (10) individual requests; (3) propound up to twenty (20) written interrogatories and (4) propound up to ten (10) requests for admission.  Any objections or responses to such discovery shall be due on or before five (5) Business Days after service.  The Arbitrator shall have subpoena power to compel delivery of such discovery items.

(ii)           The Arbitrator may, on application by either Party, authorize additional discovery only if deemed essential to avoid injustice.  In the event that remote witnesses might otherwise be unable to attend the arbitration, arrangements shall be made to allow their live testimony by video conference during the arbitration hearing.

(d)           The Arbitrator shall have authority to determine either (i) that the disputed closing conditions have been satisfied or waived as of the date of the initial notice under Section 10.1(a)(i) or (ii), as applicable, in accordance with the terms and conditions of this Agreement (a “Satisfied Conditions Decision”), in which case the Parties are obligated to consummate the transactions contemplated hereby, except as provided in the next succeeding sentence, or (ii) that the disputed closing conditions have not been satisfied or waived as of the date of the initial notice under Section 10.1(a)(i) or (ii), as applicable, in accordance with the terms and conditions of this Agreement (an “Unsatisfied Conditions Decision”), in which case the Parties are not obligated to consummate the transactions contemplated hereby.  In the event Buyer provides the initial notice under Section 10(a)(i) and the Arbitrator delivers a Satisfied Conditions Decision, Buyer shall not be obligated to consummate the transactions contemplated hereby if the conditions in Article 9 have not been satisfied or waived as of the Closing Date.  The Arbitrator shall deliver to Buyer and Seller, as promptly as practicable and in any event within twenty (20) Business Days after the latest date of submission of a summary description by one of the Parties, a written decision, which shall be final and binding upon the Parties to the fullest extent permitted by applicable Law and may be enforced in any court having jurisdiction.  The Parties agree that, once the issue has been submitted to the Arbitrator, there shall be no further litigation relating to satisfaction of closing conditions other than enforcement of the decision of the Arbitrator.

(e)           The Parties agree that the existence, conduct and content of any arbitration pursuant to this Article 10 shall be kept confidential and no Party shall disclose to any person any information about such arbitration, except as may be required by Law or by any Governmental Entity or for financial reporting purposes in each Party’s financial statements.

(f)            The loser of the arbitration shall bear all reasonable, documented legal and other fees and costs incurred in connection with this arbitration (including the fees and expenses of the Arbitrator).

ARTICLE 11
TERMINATION, AMENDMENT, WAIVER AND LIMITATION OF REMEDIES

11.1         Termination.  Subject to the provisions of Sections 11.2 and 11.3 below, this Agreement may be terminated at any time prior to the Closing in the following manner:

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(a)           by mutual written consent of Seller and Buyer;

(b)           by either Seller or Buyer, if any Governmental Entity with jurisdiction over such matters shall have issued an order or injunction restraining, enjoining, or otherwise prohibiting the sale of the Purchased Shares hereunder and such order, decree, ruling, or other action shall have become final and unappealable provided that such Party has satisfied its obligations under Section 7.2(a) in response to the actions or requests of such Governmental Entity;

(c)           by either Buyer or Seller if the other Party (i) has breached any of its representations or warranties and, as a result of such breach, a condition to the obligation to consummate the transactions contemplated by this Agreement set forth in Article 8 (in the case of termination by Seller) or Article 9 (in the case of termination by Buyer) becomes incapable of satisfaction or (ii) fails to comply in any material respect with any of its covenants or agreements in this Agreement (it being understood that failure to comply with one or more covenants or agreements which failure, individually or in the aggregate, has no material impact on the other Party, the MidCon Entities or the expected benefits of the transactions contemplated hereby shall constitute one manner of compliance in all material respects); provided that the terminating Party must give the defaulting Party at least fifteen (15) days’ prior notice of such failure and the failure is not, or cannot be, cured before expiration of such period;

(d)           by either Seller or Buyer, if the Closing shall not have occurred on or before March 31, 2008 (the “Final Date”); provided that if the conditions in Section 8.3(a) or (b) or Section 9.3(a) or (b) have not been satisfied, or any other Governmental Approvals have not been received, on or before March 31, 2008, either Party may unilaterally extend such March 31, 2008 date to June 30, 2008 (the “Extended Final Date”), by notice delivered to the other Party on or prior to March 31, 2008; provided further, that if on such Final Date or Extended Final Date, the initial notice pursuant to Section 10(a)(i) or (ii) shall have been delivered, such date shall be further extended to a date that is 12 Business Days after the date on which the Arbitrator delivers or is deemed to have delivered to Buyer and Seller its Satisfied Conditions Decision or its Unsatisfied Conditions Decision; and provided further, that Buyer may terminate this Agreement if on or before January 31, 2008, either the offering of the MidCon Debt has not closed or MidCon or a newly-formed wholly-owned subsidiary of MidCon has not obtained a fully underwritten debt commitment for the MidCon Debt on terms that would satisfy the conditions set forth in Section 9.5 and that contains only typical administrative conditions to closing the underwritten offering of the MidCon Debt that Seller reasonably believes can be satisfied in a timely manner and conditions that are applicable to the closing of the offering of the MidCon Debt that are also conditions to the Closing, with appropriate changes for differences in the closing dates.  In any such event the right to terminate this Agreement under this Section 11.1(d) shall not be available to a Party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur prior to such date;

(e)           by either Seller or Buyer, if any condition to its obligation to consummate the transactions contemplated by this Agreement set forth in Article 8 (in the case of termination by Seller) or Article 9 (in the case of termination by Buyer) becomes incapable of satisfaction prior to the date set forth in the first clause of Section 11.1(d), as it may be extended; provided,

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however, that the failure of such condition to be met is not the result of a material breach of this Agreement by the Party seeking to terminate this Agreement;

(f)            by either Buyer or Seller following the delivery of an Unsatisfied Conditions Decision by the Arbitrator in accordance with Article 10 with respect to one (1) or more conditions to closing set forth in Article 8 (in the case of termination by Seller) or in Article 9 (in the case of termination by Buyer); provided that the failure of any such condition to be met is not the result of a material breach of this Agreement by the Party seeking to terminate this Agreement;

(g)           by Seller if after ten (10) Business Days following the delivery, or deemed issuance or delivery pursuant to Section 10.1(a), of a Satisfied Conditions Decision Buyer has not purchased the Purchased Shares and delivered the Purchase Price to Seller, unless (x) Seller provided the initial notice under Section 10.1(a) and, subsequent to the date of such notice, Seller has taken action with the intent to, and which does, materially diminish the value of the Company (taking into account its investment in the other MidCon Entities) or Seller has failed to make the deliveries required to be made by it at the Closing pursuant to Section 3.2 (other than Sections 3.2(a), (f) and (j)) or (y) Buyer provided the initial notice under Section 10.1(a) and the conditions set forth in Article 9 have not been satisfied or waived as of the Closing; or

(h)           by Seller, if Buyer has not delivered the initial Investor Letter of Credit or the Cash Collateral as required by Section 7.15.

11.2         Effect of Termination.  If a Party terminates this Agreement under Section 11.1, then such Party shall promptly give notice to the other Party specifying the provision hereof pursuant to which such termination is made, and this Agreement shall become void and have no effect, except that the agreements contained in this Article 11, the confidentiality provisions of Section 7.1, and Sections 7.3, 7.5, 11.5 and 11.6 shall survive the termination hereof.  Following such termination, (a) Buyer shall have no liability for damages hereunder, other than payment of the Buyer Termination Fee, under any circumstances and payment of the Buyer Termination Fee pursuant to the terms of Section 11.5 shall be Seller’s sole and exclusive remedy against Buyer under this Agreement, and (b) Seller shall be liable for damages hereunder only (i) for the failure of Seller to deliver the Purchased Shares in accordance with Section 3.2 (so long as Buyer is not in breach of any of its obligations under the Agreement in a manner that would permit Seller to terminate this Agreement pursuant to Section 11.1(c)) and (ii) for any intentional or willful and material breach of this Agreement by Seller.  No termination of this Agreement shall affect the obligations of the Parties pursuant to the Confidentiality Agreement, except to the extent specified therein.

11.3         Amendment.  This Agreement may not be amended except by an instrument in writing signed by or on behalf of each of the Parties.

11.4         Waiver.  Any Party may (i) waive any inaccuracies in the representations and warranties of another Party contained herein or in any document, certificate, or writing delivered pursuant hereto or (ii) waive compliance by any other Party with any of such other Party’s agreements or fulfillment of any conditions to its own obligations contained herein.  Any agreement on the part of a Party to any such waiver shall be valid only if set forth in an

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instrument in writing signed by or on behalf of such Party.  No failure or delay by a Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.  No waiver of any of the provisions of this Agreement or a breach hereof shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

11.5         Buyer Termination Fee.

(a)           Buyer agrees that, if this Agreement shall be terminated by Seller (i) pursuant to Section 11.1(c), (d), (e) or (f) and a court of competent jurisdiction determines in a final judgment which is subject to no further appeal or review (or which is not fully bonded) in an action or proceeding to which both Seller and Buyer are parties, that this Agreement was duly and validly terminated by Seller pursuant to such Section and the circumstances giving rise to Seller’s ability to terminate were caused by an intentional or willful and material breach of this Agreement by Buyer or (ii) pursuant to Section 11.1(g) or 11.1(h), then, in each case, Seller shall be entitled to collect a fee of $150,000,000 (the “Buyer Termination Fee”) in cash in respect of all damages, fees and liabilities hereunder.

(b)           If the Buyer Termination Fee has become due and payable and an Investor Letter of Credit or Cash Collateral has been delivered pursuant to Section 7.15 or 11.5(e), Seller shall collect the Buyer Termination Fee by first attempting to draw with a conforming draft (and if required, a conforming declaration) upon the Investor Letter of Credit or withdrawing Cash Collateral as contemplated by Section 11.5(e), and Buyer upon such payment or withdrawal shall not have any further liability with respect to this Agreement or the transactions contemplated hereby (and such payment shall satisfy and discharge Buyer and each Buyer Affiliate from any and all liabilities and obligations arising under or in connection with this Agreement and the Investor Guarantees); provided that if (x) an Investor Letter of Credit has been delivered pursuant to Section 7.15 or Section 11.5(e), (y) the Buyer Termination Fee is due and payable in accordance with this Agreement, and (z) full payment of the Buyer Termination Fee is not made under the Investor Letter of Credit for any reason (other than, at a time when the Investor Letter of Credit is in full force and effect, Seller did not present a conforming draft and, if required, a conforming declaration) at such time (such failure to pay the Buyer Termination Fee under such circumstances is an “LC Failure”), Seller shall be entitled to collect the Buyer Termination Fee, and the Buyer Termination Fee will be paid, as provided in Section 11.5(d); it being understood that in no event shall Seller be entitled to collect the Buyer Termination Fee more than once.  After the initial delivery of an Investor Letter of Credit pursuant to Section 7.15 or 11.5(e), Buyer shall maintain an Investor Letter of Credit in full force and effect until the earliest to occur of (i) the Closing, (ii) Seller’s collection of the Buyer Termination Fee pursuant to this Section 11.5, (iii) 30 days after the Arbitrator delivers an Unsatisfied Conditions Decision, (iv) after a termination of this Agreement by Seller pursuant to Section 11.1(c), (d), (e) or (f), 30 days after any claim or dispute with respect to whether there has been an intentional or willful and material breach of this Agreement by Buyer is resolved by a court of competent jurisdiction in a final judgment which is subject to no further appeal or review in an action to which Buyer and Seller are both parties which determines that this Agreement was not duly and validly terminated by

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Seller pursuant to Section 11.1(c), (d), (e) or (f) and/or that the circumstances giving rise to Seller’s ability to terminate were not caused by an intentional or willful and material breach of this Agreement by Buyer, (v) 10 Business Days after termination of the Agreement by Buyer pursuant to Section 11.1(c), (d), (e) or (f) (provided that this clause (v) is not applicable if prior to the expiration of such 10 Business Days Seller gives Notice to Buyer that it believes such termination was invalid), (vi) ten Business Days after termination of this Agreement pursuant to Section 11.1(a), or (vii) ten Business Days after termination of this Agreement pursuant to Section 11.1(b) (provided that this clause (vii) is not applicable if prior to the expiration of such ten Business Days Seller gives Notice to Buyer that it believes such termination was invalid). If pursuant to clause (v) or (vii) above Seller has given Notice to Buyer that it believes that the termination of this Agreement by Buyer described in those clauses was invalid, Buyer shall not be required to maintain an Investor Letter of Credit in full force and effect after the earlier of (1) ten Business Days after Seller’s Notice to Buyer that Seller no longer believes that such termination was invalid, or (2) 30 days after any claim or dispute with respect to whether such termination by Buyer was valid is resolved by a court of competent jurisdiction in a final judgment which is subject to no further appeal or review in an action to which Buyer and Seller are both parties which determines that this Agreement was validly terminated by Buyer or Seller pursuant to Section 11.1(b) or by Buyer pursuant to Section 11.1(c), (d), (e) or (f), as the case may be.  If, within 15 Business Days before the stated expiration date of any Investor Letter of Credit, such Investor Letter of Credit has not been extended or Buyer has not replaced such Investor Letter of Credit with a new Investor Letter of Credit delivered to Seller, that is either (x) issued by the same bank and identical in form and substance (with changes only to the Letter of Credit number, the date of its issuance, and the expiration date (which must be at least three months later than the Investor Letter of Credit which it replaces)) as the Form of Investor Letter of Credit attached as Exhibit G to this Agreement, or (y) of like tenor, that is from a financial institution with a credit rating that is greater than or equal to the credit rating on the date of this Agreement of the financial institution that issued the original Investor Letter of Credit, and that is in form and substance reasonably acceptable to Seller, Seller shall be entitled to draw upon such Investor Letter of Credit for the full face amount of $150,000,000 (or the reduced amount of any replacement Investor Letter of Credit contemplated by Section 11.5(d) after an LC Failure) if Seller presents its conforming draft (and, if required, a conforming declaration) prior to the earliest occurrence of the dates in clauses (i), (ii), (iii), (iv), (v) (if applicable), (vi), or (vii) (if applicable) of the second preceding sentence or the date in the immediately preceding sentence.  Upon Seller’s receipt of such $150,000,000 (or such reduced amount if the balance of the Buyer Termination Fee has been paid pursuant to Section 11.5(d)), the Buyer Termination Fee shall be deemed to have been paid to Seller, unless and until such amount is returned to Buyer in accordance with the following: if subsequently (i) after a termination of this Agreement by Seller pursuant to Section 11.1(c), (d), (e) or (f), a court of competent jurisdiction determines in a final judgment which is subject to no further appeal or review in an action to which Buyer and Seller are both parties that this Agreement was not duly and validly terminated by Seller pursuant to Section 11.1(c), (d), (e) or (f), and/or that the circumstances giving rise to Seller’s ability to terminate this Agreement were not caused by an intentional or willful and material breach of this Agreement by Buyer, (ii) the Arbitrator delivers an Unsatisfied Conditions Decision or (iii) this Agreement is terminated under any other circumstances that do not entitle Seller to receive the Buyer Termination Fee, then in either case Seller shall return to Buyer any and all amounts drawn upon and received pursuant to such Investor Letter of Credit, together with interest

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thereon, such interest to be calculated using the 30 day LIBOR rate. Nothing in this Section shall affect the liability of Seller for wrongful draw on an Investor Letter of Credit.

(c)           If this Agreement is terminated pursuant to Section 11.1(h), then Seller may collect the Buyer Termination Fee by making demand on the Investor Guarantees delivered by BBIFNA AIV Two, LP and ▇▇▇▇▇▇▇ & ▇▇▇▇▇ International Pty Ltd or on any letter of credit or other security accepted by Seller for such purpose, and each of the guarantors thereunder, (and the appropriate parties with respect to any such letter of credit or other security) will thereupon pay to Seller the portion of the Buyer Termination Fee set forth in its Investor Guarantee or such other documents. Upon such payment of the Buyer Termination Fee, Buyer shall not have any further liability with respect to this Agreement or the transactions contemplated hereby and such payment shall satisfy and discharge Buyer and each Buyer Affiliate from any and all liabilities and obligations arising under or in connection with this Agreement or the Investor Guarantee.

(d)           If an LC Failure occurs, such LC Failure may be cured within 30 days after Seller gives Buyer notice of such LC Failure (x) as to all Investors, by Buyer’s payment of the Buyer Termination Fee to Seller or (y) as to an Investor, by such Investor’s payment of its Investor Percentage of the Buyer Termination Fee to Seller. If an LC Failure is not cured as to an Investor within such 30 day period, Seller shall be entitled to collect such Investor’s Investor Percentage of the Buyer Termination Fee pursuant to such Investor’s Investor Guarantee. Upon payment pursuant to clause (x) of the first sentence of this Section 11.5(d), (i) Seller shall return the Investor Letter of Credit to Buyer for cancellation and release the issuing bank from all liability with respect to such LC Failure and (ii) such payment shall satisfy and discharge Buyer and each Buyer Affiliate from any and all liabilities and obligations arising under or in connection with this Agreement or the Investor Guarantees. Upon a payment pursuant to clause (y) of the first sentence of this Section 11.5(d) or pursuant to an Investor Guarantee, (i) the amount of the Investor Letter of Credit required to be maintained pursuant to Section 11.5(b) shall be reduced by the amount of such payment and (ii) such payment shall satisfy and discharge the Investor making such payment and each Person that is included within the definition of Buyer Affiliate by reason of a relationship to such Investor (unless such other Person is also an Investor or is also a Buyer Affiliate by reason of a relationship with another Investor and in either case such other Investor has not made payment under its Investor Guarantee) from any and all liabilities and obligations arising under or in connection with this Agreement or such Investor’s Investor Guarantee.

(e)           If Buyer delivers Cash Collateral to Seller as contemplated by Section 7.15, it shall be held by Seller in a segregated account at a bank or other financial institution in the United States of America selected by Buyer and reasonably satisfactory to Seller and invested and disbursed as provided in this Section 11.5(e). Cash Collateral held by Seller shall be invested in debt securities issued by, or backed by the full faith and credit of, the United States of America having a remaining maturity of 30 days or less at the time of investment; interest received with respect to the Cash Collateral shall be paid to Buyer promptly upon receipt.  Upon delivery to Seller of an Investor Letter of Credit, the Cash Collateral shall be delivered to Buyer.  If (w) Buyer has delivered Cash Collateral to Seller as contemplated by Section 7.15, (x) no Investor Letter of Credit has been delivered to Seller, (y) this Agreement shall be terminated by Seller and (z) Seller shall be entitled to collect the Buyer Termination Fee in accordance with

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Section 11.5(a), Seller may withdraw the Cash Collateral from the segregated account to pay the Buyer Termination Fee to itself and shall pay any excess Cash Collateral to Buyer; such payment shall satisfy and discharge Buyer and each Buyer Affiliate from any and all liabilities and obligations arising under or in connection with this Agreement or the Investor Guarantees.  Concurrently with any withdrawal of the Cash Collateral to pay the Buyer Termination Fee, Seller shall deliver to Buyer the same certificate that would have been required for a draw on the Investor Letter of Credit (except that such certificate shall be addressed to Buyer and references to the Investor Letter of Credit shall be omitted).  If following such a payment of the Buyer Termination Fee a court of competent jurisdiction in a final judgment which is subject to no further appeal or review (or which is not fully bonded) determines that Seller was not entitled to collect the Buyer Termination Fee, Buyer shall be entitled to recover the Cash Collateral, together with any interest received with respect thereto.  On the date that Buyer would have ceased to have been required to maintain an Investor Letter of Credit in full force and effect pursuant to Section 11.5(b) had the initial Investor Letter of Credit been delivered to Seller, Seller shall deliver the Cash Collateral to Buyer, unless Seller is entitled to the Buyer Termination Fee.

11.6         Exclusivity of Remedies; No Equitable Remedy Against Buyer.

(a)           Prior to Closing, except as provided in the several Investor Guarantees and the documents relating to any letter of credit or other security accepted by Seller as described in Section 11.5(c), collection of the Buyer Termination Fee by Seller by drawing on the Investor Letter of Credit shall be the sole and exclusive remedy of Seller and all of its subsidiaries and Affiliates against Buyer and the Buyer Affiliates (as defined below) in respect of any liabilities or obligations arising under or in connection with this Agreement or the Investor Guarantees. Prior to Closing, Seller shall not be entitled to an order of specific performance, an injunction or other equitable remedy to prevent breaches of or require performance of this Agreement by Buyer. The Parties agree and acknowledge that nothing contained in this Section 11.6(a) shall limit Seller’s remedies against Buyer for breach of the confidentiality provisions of Section 7.1.  Notwithstanding the foregoing, nothing in this Section 11.6(a) shall affect the liabilities or obligations of Buyer or a Buyer Affiliate under, or the remedies of Seller or any of its subsidiaries or Affiliates with respect to, the Confidentiality Agreement, or any other agreement entered into at or after the Closing to which Buyer or such Buyer Affiliate is a party.

(b)           Except as provided in the several Investor Guarantees and the documents relating to any letter of credit or other security accepted by Seller as described in Section 11.5(c), notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith (other than the several Investor Guarantees and the documents relating to any letter of credit or other security accepted by Seller as described in Section 11.5(c)), Seller acknowledges and agrees that neither it nor any of its subsidiaries or Affiliates has any right of recovery under or in connection with this Agreement against, and will not institute any action in respect thereof against, and no liability under or in connection with this Agreement shall attach to, any Investor, the former, current or future stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of any Investor or of the Buyer or of any former, current or future stockholder, director, officer, employee, agent, Affiliate, member, manager, general or limited partner or

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assignee of any of the foregoing, in each case other than the Buyer (collectively “Buyer Affiliates”), whether by or through attempted piercing of the corporate or other entity veil, by or through a claim by or on behalf of the Buyer against an Investor or other Buyer Affiliate (including a claim to enforce any Investor Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise. Seller hereby covenants and agrees that it shall not assert in any litigation or other proceeding that the provisions of Section 11.2 or 11.5 or of this Section 11.6 limiting their remedies (except pursuant to the several Investor Guarantees and the documents relating to any letter of credit or other security accepted by Seller as described in Section 11.5(c)) to Seller’s collection of the Buyer Termination Fee by drawing on the Investor Letter of Credit and denying any other remedy against the Buyer Affiliates are illegal, invalid or unenforceable in whole or in part. Notwithstanding the foregoing, nothing in this Section 11.6(b) shall affect the liabilities or obligations of Buyer or a Buyer Affiliate under, or the remedies of Seller or any of its subsidiaries or Affiliates with respect to, the Confidentiality Agreement, or any other agreement entered into at or after the Closing to which Buyer or such Buyer Affiliate is a party.

(c)           This Section 11.6 is intended for the benefit of, and shall be enforceable by, the Investors and the other Buyer Affiliates (notwithstanding anything to the contrary in Section 13.3) and shall survive termination of this Agreement.

ARTICLE 12
INDEMNIFICATION

12.1         Indemnification.

(a)           Seller’s Indemnity.  From and after the Closing, subject to the other terms and limitations in this Article 12 (including Section 12.1(d)) and in Section 7.4 hereof, Seller shall indemnify, defend and hold harmless the Buyer Indemnitees from and against any and all Buyer Losses (i) that arise out of, result from or relate to any breach of Seller’s representations or warranties made, as of the Closing Date, in this Agreement (without regard to any qualification with respect to materiality or Material Adverse Effect contained therein), (ii) that arise out of, result from or relate to any failure by Seller to perform or observe any term, provision, covenant or agreement to be performed or observed by Seller under this Agreement and (iii) that arise out of, result from or relate to any Excluded Liability.

(b)           Buyer’s Indemnity.  From and after the Closing, subject to the other terms and limitations in this Article 12 and in Section 7.4 hereof, Buyer shall indemnify, defend and hold harmless the Seller Indemnitees from and against any and all Seller Losses (i) that arise out of, result from or relate to any breach of Buyer’s representations or warranties made, as of the Closing Date, in this Agreement (without regard to any qualification with respect to materiality or Material Adverse Effect contained therein) and (ii)  that arise out of, result from or relate to any failure by Buyer to perform or observe any term, provision, covenant or agreement to be performed or observed by Buyer under this Agreement.

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(c)           Limitations on Indemnity.

(i)            Except as set forth in Section 12.1(c)(ii) and 12.1(d), the Buyer Indemnitees shall not be entitled to assert any right to indemnification under Section 12.1(a)(i) and (ii), (X) except with respect to individual claims or a series of related claims that exceed $1,000,000 in amount (the “Threshold”) and (Y) until the aggregate amount of all the Buyer Losses actually suffered by the Buyer Indemnitees as a result of individual claims (or a series of related claims) that each exceed the Threshold exceeds, on a cumulative basis, the Deductible Amount, and then only to the extent such Buyer Losses exceed, in the aggregate, the Deductible Amount.  Except as set forth in Section 12.1(c)(ii), Seller shall not be required to indemnify the Buyer Indemnitees for Buyer Losses under Section 12.1(a)(i) in any amount exceeding, in the aggregate, an amount equal to ten percent (10%) of the Purchase Price, as such Purchase Price may be adjusted pursuant to Section 2.3(b).

(ii)           The foregoing provisions of Section 12.1(c)(i) shall not apply to any claim arising out of, resulting from or relating to a breach of Seller’s representations or warranties set forth in Sections 4.1 (Organization of Seller), 4.2(a) (Organization of MidCon Entities), 4.2(c) (Ownership of Equity; Encumbrances), 4.2(d) (Rights to Acquire Equity), 4.4 (Seller’s Authority) and 4.18 (Brokerage Fees); provided, that in no event shall Seller ever be required to indemnify the Buyer Indemnitees for Buyer Losses arising out of, resulting from or relating to breaches of such representations and warranties in an amount exceeding, in the aggregate, an amount equal to the Purchase Price, as such Purchase Price may be adjusted pursuant to Section 2.3(b).

(iii)          The amount of any Buyer Loss for which a Buyer Indemnitee claims indemnification shall be reduced by: (A) any insurance proceeds actually received by the Buyer Indemnitees with respect to a Buyer Loss and (B) the value of any net tax benefit actually realized (by reason of a Tax deduction, shifting of income to Seller, or Tax credits that directly relate to such Buyer Loss) by the Buyer Indemnitees in connection with the Buyer Loss which shall be determined after taking into account and utilizing all of Buyer’s and its Affiliates other available Tax attributes.

(iv)          Except as set forth in Section 12.1(c)(v), the Seller Indemnitees shall not be entitled to assert any right to indemnification under Section 12.1(b) until the aggregate amount of all the Seller Losses actually suffered by the Seller Indemnitees as a result of individual claims (or a series of related claims) that each exceed the Threshold exceeds, on a cumulative basis, the Deductible Amount, and then only to the extent such Seller Losses exceed, in the aggregate, the Deductible Amount.  Except as set forth in Section 12.1(c)(v), Buyer shall not be required to indemnify the Seller Indemnitees for Seller Losses under Section 12.2(b)(i) in any amount exceeding, in the aggregate, an amount equal to ten percent (10%) of the Purchase Price, as such Purchase Price may be adjusted pursuant to Section 2.3(b).

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(v)           The foregoing provisions of Section 12.1(c)(iv) shall not apply to any claim arising out of, resulting from or relating to a breach of Buyer’s representations or warranties set forth in Sections 5.1 (Organization of Buyer), 5.2 (Buyer’s Authority) and 5.7 (Brokerage Fees); provided, that in no event shall Buyer ever be required to indemnify the Seller Indemnitees for Seller Losses arising out of, resulting from or relating to breaches of such representations and warranties in an amount exceeding, in the aggregate, an amount equal to the sum of the Purchase Price, as such Purchase Price may be adjusted pursuant to Section 2.3(b).

(vi)          The amount of any Seller Loss for which a Seller Indemnitee claims indemnification shall be reduced by: (A) any insurance proceeds actually received by the Seller Indemnitees with respect to a Seller Loss and (B) the value of any net tax benefit actually realized (by reason of a Tax deduction, shifting of income to Buyer, or Tax credits that directly relate to such Seller Loss) by Seller Indemnitees in connection with the Seller Loss which shall be determined after taking into account and utilizing all of Seller’s and its Affiliates other available Tax attributes.

(d)           Tax Indemnity.

(i)            Seller shall indemnify, defend and hold harmless the Buyer Indemnitees and the MidCon Entities from and against any and all liabilities for Income Taxes that arise out of result from or relate to: (i) a taxable period (or portion thereof) of the MidCon Entities that ends on or before the Closing Date, and (ii) any Taxes of Seller or any Affiliate thereof that are imposed on the MidCon Entities pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee, successor, by contract or otherwise.  The limitations set forth in Section 12.1(c) of this Agreement shall not apply to this Section 12.1(d).

(ii)           For purposes of Section 12.1(d), with respect to any taxable period that begins before the Closing Date and ends after the Closing Date, the amount of Income Tax (as calculated at the end of the applicable taxable period) that is allocable to the MidCon Entities for the period ending on or before the Closing Date shall be deemed equal to the amount which would be payable if the taxable year ended on the Closing Date (based on an interim closing of the books as of the close of such date).

(iii)          Payment of any amounts due under this Section 12.1(d) shall be made no later than 10 days prior to the date on which such Tax liability is required to be paid.

(e)           WAIVER OF PUNITIVE OR CONSEQUENTIAL DAMAGES.

(i)            NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR THE RELATED AGREEMENTS, BUYER SHALL

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NOT BE LIABLE TO THE SELLER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES, EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE INCLUDED IN ANY ACTION BY A THIRD PARTY AGAINST A SELLER INDEMNITEE FOR WHICH SUCH SELLER INDEMNITEE IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

(ii)           NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR THE RELATED AGREEMENTS, SELLER SHALL NOT BE LIABLE TO ANY BUYER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES, EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE INCLUDED IN ANY ACTION BY A THIRD PARTY AGAINST A BUYER INDEMNITEE FOR WHICH THE BUYER INDEMNITEE IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

(f)            Survival.  All of the representations and warranties of the Parties set forth in this Agreement, and the obligations set forth in this Article 12, shall survive the Closing.  Notwithstanding the foregoing sentence, any assertion that Seller is liable for indemnification pursuant to Section 12.1, must be made in writing and must be delivered to Seller on or prior to the date that is 12 months after the Closing Date; provided, however, that (i) any claim arising out of, resulting from or relating to a breach of Seller’s representations and warranties set forth in Sections 4.10 (Tax Matters), 4.15 (Employee Matters), or Section 4.18 (Brokerage Fees) may be delivered to Seller at any time on or before the date that is 60 days after the applicable statute of limitations date; (ii) any claim arising out of, resulting from or relating to a breach of Seller’s representations and warranties set forth in Section 4.16 (Environmental) may be delivered at any time on or before the date that is 2 years after the Closing Date; and (iii) any claim arising out of, resulting from or relating to (A) a breach of Seller’s representations and warranties set forth in Sections 4.1 (Organization of Seller), 4.2(a) (Organization of MidCon Entities), 4.2(c) (Ownership of Equity; Encumbrances), 4.2(d) (Rights to Acquire Equity), 4.4 (Seller’s Authority) and (B) any Excluded Liability shall survive indefinitely.

(g)           Exclusive Remedy.  Absent fraud, and except for seeking equitable relief in the form of specific performance, the indemnification provisions of this Article 12 shall be the sole and exclusive remedy of each Party (including the Seller Indemnitees and the Buyer Indemnitees) after the Closing (i) for any breach of a Party’s representations and warranties contained in this Agreement or (ii) otherwise with respect to this Agreement and the transaction contemplated hereby, but excluding the Related Agreements and the transaction contemplated thereby.  To the extent that any Buyer Indemnitees suffer any Losses for which they may assert any other right to indemnification, contribution or recovery from Seller (whether under this Agreement or under any common law or any statute, including any Environmental Law, or otherwise), Buyer hereby, effective upon Closing (i) waives, releases and agrees not to assert such right against Seller, and (ii) agrees to cause the Buyer Indemnitees to waive, release and agree not to assert such right.  To the extent that any Seller Indemnitees suffer any Losses for

48

which they may assert any other right to indemnification, contribution or recovery from Buyer (whether under this Agreement or under any common law or any statute, including any Environmental Law, or otherwise), Seller hereby, effective upon Closing (i) waives, releases and agrees not to assert such right against Buyer, and (ii) agrees to cause the Seller Indemnitees to waive, release and agree not to assert such right.

(h)           Characterization of Indemnity Payments.  All payments under this Article 12 shall be treated for Tax purposes as either an adjustment to the Purchase Price or a contribution to the capital of the Company.

12.2         Defense of Claims.

(a)           Notice.  If an Indemnitee receives notice of the assertion of any claim or of the commencement of any Third Party Claim with respect to which indemnification is to be sought from the Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonable prompt notice thereof.  In no event shall such notice be given later than ten (10) days after the Indemnitee’s receipt of notice of such Third Party Claim.  However, the failure to give timely notice will not affect the rights or obligations of the Indemnifying Party except and only to the extent that, as a result of such failure, the Indemnifying Party was materially prejudiced.  Such notice shall describe the nature of the Third Party Claim in reasonable detail and will, if practicable, indicate the estimated amount of the Loss that has been or may be sustained by the Indemnitee.  The Indemnifying Party will have the right to participate in or, by giving notice to the Indemnitee, to elect to assume the defense of, any Third Party Claim at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, and the Indemnitee will cooperate in good faith in such defense at such Indemnitee’s own expense.

(b)           Opportunity to Defend.  If within ten (10) days after an Indemnitee provides notice to the Indemnifying Party of any Third Party Claim, the Indemnitee receives notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defense of such Third Party Claim, the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof.  Without the prior written consent of the Indemnitee, which shall not be unreasonably withheld or delayed, the Indemnifying Party will not enter into any settlement of any Third Party Claim which would lead to liability, adversely affect the Indemnitee or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder.  If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give notice to the Indemnitee to that effect.  If the Indemnitee fails to consent to such firm offer within twenty (20) days after its receipt of such notice, the Indemnitee may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party to such Third Party Claim will be the amount of such settlement offer, plus reasonable costs and expenses paid or incurred by the Indemnitee up to the date of such notice.

(c)           Direct Claim.  Any Direct Claim will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in

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reasonable detail and indicating the estimated amount, if practicable, but in any event not later than twenty (20) Business Days after the Indemnitee becomes aware of such Direct Claim; provided that the omission so to notify the Indemnifying Party in a timely manner shall not relieve it from any liability which it may have to the Indemnitee to the extent it is not materially prejudiced as a result thereof.  The Indemnifying Party will have a period of ninety (90) days from the date of notice within which to respond to such Direct Claim.  If the Indemnifying Party does not respond within such ninety (90) day period, the Indemnifying Party will be deemed to have accepted such Direct Claim.  If the Indemnifying Party rejects such Direct Claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement.

ARTICLE 13
MISCELLANEOUS

13.1         Notices.  All notices, requests, demands, and other communications required or permitted to be given or made hereunder by a Party (each a “Notice”) shall be in writing and shall be deemed to have been duly given or made if (i) delivered personally, (ii) transmitted by first class registered or certified mail, postage prepaid, return receipt requested, (iii) delivered by prepaid overnight courier service requiring acknowledgment of receipt, or (iv) delivered by confirmed facsimile transmission to the Parties at the following addresses (or at such other addresses as shall be specified by the Parties by similar notice):

If to Buyer:

▇▇▇▇▇ Acquisition Inc.

c/▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇

▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn:  Office of the General Counsel

Telephone:  (▇▇▇)▇▇▇-▇▇▇▇

Fax:  ▇▇▇-▇▇▇-▇▇▇▇

with a copies to:

▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇  ▇▇▇▇▇
Attention:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.

Fax: ▇▇▇-▇▇▇-▇▇▇▇

▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn:  ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Tel:  ▇▇▇-▇▇▇-▇▇▇▇

Fax:  ▇▇▇-▇▇▇-▇▇▇▇

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If to Seller:

                Knight Inc.

                ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

                ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

                Attention:  General Counsel

                Fax:  ▇▇▇-▇▇▇-▇▇▇▇

with a copy to:

                Bracewell & ▇▇▇▇▇▇▇▇ LLP
                ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
                ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
                Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇

                Fax: ▇▇▇-▇▇▇-▇▇▇▇

Notices shall be effective (i) if delivered personally or sent by courier service, upon actual receipt by the intended recipient, (ii) if mailed, upon the earlier of five days after deposit in the mail or the date of delivery as shown by the return receipt therefor, or (iii) if sent by facsimile transmission, when the answer back is received if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours.

13.2         Entire Agreement.  This Agreement, together with the Disclosure Schedules, the Exhibits, the Related Agreements and the Confidentiality Agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.  There are no restrictions, promises, representations, warranties, covenants or undertakings between the Parties, other than those expressly set forth or referred to herein or therein.

13.3         Binding Effect; Assignment; No Third Party Benefit.  This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by a Party without the prior written consent of the other Parties; and any assignment without such consent shall be void; provided further, that notwithstanding the foregoing, after the Closing, Buyer shall be permitted to assign its rights hereunder to the Investors and to any other transferee of the Class B Shares in connection with any transfer of the Class B Shares that is permitted pursuant to the LLC Agreement and the Shareholder Agreement, and such assignment shall not require the consent of the Seller.  Except as provided herein, nothing in this Agreement is intended to or shall confer upon any Person other than the Parties, and their successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

13.4         Severability.  If any one or more of the provisions contained in this Agreement or in any other document delivered pursuant hereto shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not

51

affect any other provisions of this Agreement or any other such document.  If any provision of this Agreement is for any reason, held to be invalid, illegal or unenforceable, but would be valid, legal and enforceable if minor changes were made, there shall be deemed to be made such minor changes, and only such minor changes, as are necessary to make it valid, legal and enforceable.

13.5         Governing Law; Consent To Jurisdiction.

(a)           THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES OR PRINCIPLES.

(b)           THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN ▇▇▇▇ COUNTY, ILLINOIS OVER ANY DISPUTE BETWEEN THE PARTIES ARISING OUT OF THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY, AND EACH PARTY IRREVOCABLY AGREES THAT ALL SUCH CLAIMS IN RESPECT OF SUCH DISPUTE SHALL BE HEARD AND DETERMINED IN SUCH COURTS.  THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY DISPUTE ARISING OUT OF THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY BEING BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE.  EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

13.6         Further Assurances.  From time to time following the Closing, at the request of a Party and without further consideration, the other Parties shall execute and deliver to such requesting Party such instruments and documents and take such other action (but without incurring any material financial obligation) as such requesting Party may reasonably request to consummate more fully and effectively the transactions contemplated hereby.

13.7         Disclosure Schedules.  Certain information set forth in the Disclosure Schedules is included solely for informational purposes, is not an admission of liability with respect to the matters covered by the information, and may not be required to be disclosed pursuant to this Agreement.  The specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Disclosure Schedules is not intended to imply that such amounts (or higher or lower amounts) are or are not material, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item, or matter not described herein or included in a Disclosure Schedule is or is not material for purposes of this Agreement.

13.8         Counterparts.  This Agreement may be executed by the Parties in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and

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the same agreement.  Facsimile copies of signatures shall constitute original signatures for all purposes of this Agreement and any enforcement thereof.

13.9         Currency.  All references to “dollars” or “$” in this Agreement shall mean United States Dollars.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused this Agreement to be executed by their duly authorized representatives, all as of the day and year first above written.

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EXHIBIT A

OPERATIONS AND REIMBURSEMENT AGREEMENT

FOR

NATURAL GAS PIPELINE COMPANY OF AMERICA

Dated as of [                            ]

By and between

Knight Inc.

As Operator

And

Natural Gas Pipeline Company of America

As Owner

TABLE OF CONTENTS

OPERATIONS AND REIMBURSEMENT AGREEMENT

This Operations and Reimbursement Agreement (this “Agreement”) is entered into as of the [        ] day of [                ] (the “Effective Date”) by and between Knight Inc., formerly known as ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., a Kansas corporation (“Operator”), and Natural Gas Pipeline Company of America, a Delaware [corporation] (together with its directly-held subsidiaries and jointly-owned limited liability companies and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Illinois Pipeline LLC, a Delaware limited liability company, “Owner”), and a wholly-owned subsidiary of MidCon LLC, a Delaware limited liability company (“MidCon”). Each of Operator and Owner is sometimes referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, Owner owns the Pipeline (defined herein) which is subject to the jurisdiction of the FERC (defined below) pursuant to the Natural Gas Act of 1938, as amended, and currently operated, maintained and managed by Knight Inc., formerly known as ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. (“Knight”); and

WHEREAS, Knight and ▇▇▇▇▇ Acquisition Inc. have entered into a Purchase Agreement, dated December [    ], 2007 (“Purchase Agreement”), pursuant to which Knight has agreed to sell to ▇▇▇▇▇ Acquisition Inc. certain shares of MidCon (the “MidCon Shares”); and

WHEREAS, as a condition precedent to the sale of the MidCon Shares pursuant to the Purchase Agreement, and consistent with the intent of Knight and ▇▇▇▇▇ Acquisition Inc. pursuant to that certain Limited Liability Company Agreement of MidCon, dated [                      ], 2007 (the “LLC Agreement”), the Parties have agreed to enter into this Agreement under which Knight will operate, maintain and further develop the Pipeline; and

WHEREAS, Owner desires to hire Operator as an independent contractor, to operate and maintain the Pipeline, and to provide related administrative services to Owner and the Pipeline, in accordance with this Agreement, and Operator desires to be so hired.

NOW, THEREFORE, for and in consideration of the foregoing, the mutual covenants and promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, Owner and Operator hereby agree as follows:

DEFINITIONS

Unless the context otherwise requires, each defined term shall be equally applicable both to the singular and the plural forms of the term so defined. As used in this Agreement, each of the following terms shall have the meaning given to it below (other defined terms may be found elsewhere in this Agreement):

“Action” means any action, suit, arbitration, inquiry, condemnation, audit, proceeding or investigation (whether civil or criminal) by or before any court or other Governmental Entity or any arbitrator or panel of arbitrators.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person in question; provided, however, that Owner and Operator shall not be deemed to be Affiliates of each other for purposes of this Agreement. For the purposes of this definition, “control” means, when used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“Agreement” is defined in the Introductory Paragraph.

“Arbitration Notice” is defined in Section 9.2(a)(iii).

“Arbitrator” is defined in Section 9.3(a).

“Business Day” means any day other than a Saturday, Sunday or other day on which banks are authorized or required to be closed in ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ or Houston, Texas.

“Calendar Year” refers to the time period beginning at 8:00 a.m. Houston time on January 1 and extending until 8:00 a.m. Houston time on January 1 of the next following year.

“Claim” means any and all debts, losses, liabilities, duties, claims, damages, obligations, payments, fines, penalties (including, without limitation, those arising out of any demand, assessment, settlement, judgment, or compromise relating to any actual or threatened Action), costs and reasonable expenses including, without limitation, any reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing, or defending any Action, whether matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown.

“Confidential Information” is defined in Section 10.8.

“Construction Opportunity” means any opportunity for construction of an extension and/or expansion of the Pipeline, or for any acquisition of assets or stock outside the ordinary course of the Pipeline’s business, that is presented to the Board of Directors of Owner for consideration.

“Construction Opportunity Budget(s)” means the budget(s) set forth in any Construction Opportunity.

“Cure Notice” is defined in Section 7.2(d).

“Development Plan” means those certain infrastructure enhancement, expansion or extension projects described in the Project Execution Plan and budget(s) attached hereto as Exhibit A, as same may be amended, supplemented or otherwise modified from time to time by agreement of the Parties.

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“Development Plan Budget” means the budget(s) set forth in Exhibit A in the Development Plan.

“Dispute” is defined in Section 9.1.

“Effective Date” is defined in the Introductory Paragraph.

“Emergency” is defined in Section 2.1(viii).

“Environmental Condition” means any incident, condition or situation which gives rise to, or could reasonably be expected to result in, (a) a reporting obligation to a Governmental Entity under an Environmental Law, other than reports required in the ordinary course of business, (b) a liability to Owner under an Environmental Law or (c) a liability to Operator in its capacity as Operator under an Environmental Law.

“Environmental Law” means any and all applicable Laws in effect from time to time during the term of this Agreement pertaining to the protection of the environment in effect in any and all jurisdictions in which Owner or any of its controlled Affiliates has conducted operations, including, without limitation, the Clean Air Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Federal Water Pollution Control Act, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, and the Hazardous Materials Transportation Act, as amended.

“Expansion or Extension Opportunity” means (i) any physical enhancement or series of physical enhancements that would increase the base capacity (including by adding horsepower) of any then existing portion of any gas transmission facilities or then existing storage fields owned by any of MidCon’s Subsidiaries, including, but not limited to, Natural Gas Pipeline Company of America, (ii) the construction of an extension of any then existing pipeline facilities that is no longer than 25 miles long and that may be accomplished under the blanket certificate of the Subsidiary of MidCon that owns the then existing pipeline facilities and that would connect and/or redeliver gas supplies to a then existing customer of the Subsidiary of MidCon that owns the interconnecting pipeline facilities, the intention being that such extension would be limited in scope and location or (iii) the acquisition or construction of any pipeline facility or series of related pipeline facilities that would directly connect with the Chicago market and directly compete with any of MidCon’s Subsidiaries’ facilities that are physically connected to and deliver gas to customers in the Chicago market and would reasonably be expected to materially adversely affect the profitability of MidCon. For purposes of this definition only, “Subsidiary” of a Person means any other Person of which at least fifty percent (50%) or more of the voting power represented by the outstanding capital stock or other voting securities or interests having voting power under ordinary circumstances to elect directors or similar members of the governing body of such corporation or entity or fifty percent (50%) or more of the equity interests in such corporation or entity shall at the time be owned or controlled, directly or indirectly, by such Person and/or by one or more of its Subsidiaries.

“FERC” means the Federal Energy Regulatory Commission or its successor agency.

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“FERC Certificate” means the certificate(s) of public convenience and necessity issued by the FERC applicable to the Pipeline.

“FERC Standards of Conduct” means FERC’s standards that regulate the interaction between an interstate natural gas pipeline and its relationship with a Marketing Affiliate or other Affiliate, together with FERC’s rules, regulations and orders related thereto, all as and if previously or hereafter amended, and as and if previously or hereafter interpreted by any opinion or ruling of FERC or any court of competent jurisdiction.

“Force Majeure” is defined in Section 10.7(a).

“G&A Costs” means costs which arise from the management, oversight and administrative and general services described in Exhibit B and shall not include costs associated with extraordinary or unusual matters.

“Governmental Entity” means any legislature, court, tribunal, arbitrator, authority, agency, commission, division, board, bureau, branch, official or other instrumentality of the United States, or any domestic state, county, city, tribal or other political subdivision, governmental department or similar governing entity, and including any governmental, quasi-governmental or non-governmental body exercising similar powers of authority.

“Indemnified Party” is defined in Section 8.4.

“Indemnifying Party” is defined in Section 8.4.

“Indemnity Demand” is defined in Section 8.4.

“Initiating Party” is defined in Section 9.2.

“Investor” has the meaning given such term in the Shareholder Agreement.

“KM Entity” shall mean any of Kinder ▇▇▇▇▇▇ ▇.▇., Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇ Management, LLC or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P. or any of their respective subsidiaries or joint ventures or other entities in which they own an interest.

“Law” means any statute, law (including common law), rule, ordinance, regulation, ruling, requirement, writ, injunction, decree, order or other official act of or by any Governmental Entity or any arbitral tribunal to which a Person or property is subject, whether such Laws now exist or hereafter come into effect.

“LLC Agreement” is defined in the Recitals.

“Marketing Affiliate” has the meaning given to such term in applicable standards of conduct adopted by FERC in the FERC Standards of Conduct.

“MidCon” is defined in the Introductory Paragraph.

“MidCon Shares” is defined in the Recitals.

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“Non-G&A Costs” means all costs and expenditures, excluding G&A Costs, incurred by Operator and its Affiliates in the provision of the Services and shall include, without limitation (a) amounts incurred or paid (including labor and overhead of Operator and its Affiliates) to construct, operate, repair, replace, maintain, or improve any portion of the Pipeline, including, without limitation, (i) environmental mitigation, (ii) charges billed to Owner or Operator in connection with the day-to-day operation of the Pipeline and existing obligations of Owner or Operator to Third Parties, (iii) work required in conjunction with or to correct, maintain or remedy post-construction issues on the Pipeline and appurtenant facilities, (iv) system up-grades, (v) consulting costs, (vi) extraordinary regulatory matters (such as a rate case), (vii) enforcing contracts with Third Parties, (viii) pursuing recovery of indemnification from Third Parties or insurance proceeds due to Owner or Operator from Third Parties, court costs and reasonable consultants’, attorneys’ and experts’ fees and expenses, (ix) payment of settlements, judgments and condemnation awards, (x) expenditures in accordance with any Development Plan Budget, any Construction Opportunity Budget or any Operating Budget, (xi) expenditures to Persons who are directly engaged in providing goods (including vehicles, materials, equipment and rights-of-way) or services associated with the Services, and (xii) any other action requested by Owner and agreed to by Operator; and (b) any other documented costs, expenses or liabilities, incurred in connection with or related to the operation of the Pipeline in accordance with the terms of this Agreement (other than any costs and expenses of Operator arising out of enforcement by Owner of its rights under this Agreement).

“Notice” is defined in Section 10.1.

“Operating Budget” is defined in Section 3.1(e).

“Operator” is defined in the Introductory Paragraph.

“Operator Indemnified Parties” is defined in Section 8.2.

“Operating Liaison” is defined in Section 2.5.

“Owner” is defined in the Introductory Paragraph.

“Owner Indemnified Parties” is defined in Section 8.3.

“Owner’s Tariff” means the applicable tariff related to the Pipeline approved by FERC as it may be amended from time to time.

“Party” and “Parties” are defined in the Introductory Paragraph.

“Permits” means all licenses, permits, certificates of authority, approvals, tenders, bids, registrations, franchises, variances, exemptions, consents or other authorizations of or from Governmental Entities.

“Person” means any Governmental Entity or any individual, firm, partnership (general or limited), corporation, limited liability company, joint venture, trust, unincorporated organization, or other entity or organization.

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“Performance Breach” is defined in Section 7.2(d).

“Performance Breach Notice” is defined in Section 7.2(d).

“PHMSA” means the Pipeline Hazardous Material Safety Administration.

“Pipeline” means the natural gas transmission pipeline system and related facilities (including storage, compression and metering facilities) owned by Owner, including all appurtenances, fee property, leases, easements, licenses, permits, ROWs, contracts, contract rights and other rights, including FERC Certificates and other Permits, necessary for the construction, maintenance, upkeep, repair or operation thereof, and any additions thereto or betterments, improvements, additions, expansions, looping, extensions, renewals or replacements thereof.

“Principal” has the meaning given such term in the Shareholder Agreement.

“Proposed Operating Budget” is defined in Section 3.1(c).

“Purchase Agreement” is defined in the Recitals.

“Reasonable and Prudent Operator” is defined in Section 1.3.

“ROW” means fee lands, rights-of-way, easements and other land rights and estates necessary to construct, maintain or operate the Pipeline.

“Sale Transition Period” is defined in Section 7.3(c).

“Services” is defined in Section 2.1.

“Shareholder Agreement” means the Shareholder Agreement of even date herewith among ▇▇▇▇▇▇, ▇▇▇▇▇ Acquisition Inc. and MidCon.

“Tax” means any federal, state, local or foreign income, gross receipts, license, payroll, parking, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, margin, single business, withholding, social security, unemployment, disability, real property, personal property, possessory interest, sales, use, transfer, registration, capital gain, production, payroll, worker’s compensation, value added, alternative or add-on minimum, amounts paid under an agreement with a taxing authority, estimated tax or other tax of any kind whatsoever, including any interest, fines, penalty or other like assessment or addition thereto, whether disputed or not, including such item for which a liability arises pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of foreign, state or local law), as a transferee, successor-in-interest, by contract or otherwise.

“Third Party” means a Person other than (a) Operator, (b) Owner, or (c) any Affiliate of Operator or Owner.

“Transition Period” is defined in Section 7.3(b).

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ARTICLE 1

ENGAGEMENT AND RELATIONSHIP OF PARTIES

1.1                                 Engagement of Operator. Owner hereby engages Operator to act as an independent contractor, with full power and authority to perform the Services in accordance with the terms of this Agreement. Operator hereby accepts such engagement and agrees to provide or cause to be provided the Services in accordance with the terms and conditions, and subject to the limitations, set forth in this Agreement.

1.2                                 Relationship of the Parties. Operator shall perform and execute the provisions of this Agreement as an independent contractor. Neither Operator nor any of its Affiliates, employees, consultants, subcontractors or agents shall be deemed to be the agents, servants or employees of Owner. This Agreement is not intended to and the Parties agree that there is not hereby created (a) a partnership, joint venture, or other relationship creating fiduciary, quasi-fiduciary, or similar duties and obligations at Law or otherwise or (b) an arrangement subjecting the Parties to joint and several or vicarious liability. Any provision of this Agreement that may appear to give Owner a measure of control over the details of the Services shall be deemed to mean that Operator shall follow the general desires of Owner, but Operator shall have authoritative control as to the details of performing the Services. The relationship of the Parties with respect to FERC Standards of Conduct is addressed in Section 2.2 below.

1.3                                 Performance Standard. Operator shall perform the Services (a) in a good and workmanlike manner; (b) as a reasonable and prudent natural gas pipeline operator substantially consistent with, assuming no changes in circumstances that warrant a difference, the practices, methods and acts it used in operating the Pipeline prior to the date of this Agreement; (c) with the same degree of diligence and care that it exercises with respect to the construction, development, management and operation of its other pipelines and those of its Affiliates (and that such Affiliates exercise with respect to the operations of their own interstate natural gas pipelines); and (d) in material compliance with all Laws (compliance with such obligations is referred to herein as acting as a “Reasonable and Prudent Operator”).

ARTICLE 2

SCOPE AND DUTIES OF OPERATOR

2.1                                 Scope of the Services.

(a)                                  The “Services” to be provided under this Agreement shall consist of all services related to the Pipeline, including, without limitation, those services described in items (i) through (xx) below. The Services shall be performed exclusively by Operator (and shall not be performed in any way by Owner) and shall not require the prior approval of Owner or its board of directors or the provision of Notice to or from Owner except as otherwise specified herein. The Services include, but shall not be limited to, the following:

(i)                                     taking any and all actions necessary or appropriate to oversee, manage and implement the construction, operation, maintenance, repair, replacement,

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expansion, extension or enhancement of the Pipeline in accordance with, as applicable, day-to-day operations of the Pipeline and any new construction project approved by Owner and Operator including, but not limited to, providing Owner with all customer meter, billing and collection services in accordance with Owner’s Tariff;

(ii)                                  conducting feasibility studies and conducting open seasons with respect to potential Construction Opportunities and preparing plans therefor;

(iii)                               making and accepting payments in Owner’s name as required or permitted hereunder, including paying and discharging (with Owner’s funds or at Operator’s election, Operator’s funds, which will be reimbursed) all documented costs, expenses and liabilities incurred by Operator directly or on Owner’s behalf in connection with performing the Services;

(iv)                              making cash investments of Owner’s funds in accordance with approved cash management policies of Owner;

(v)                                 entering into commercial transactions on behalf of Owner and attending to, maintaining, complying with and enforcing all contracts known to Operator on behalf of Owner for or related to (a) the management and operation of the Pipeline and (b) the provision of natural gas transportation and storage services to Third Party shippers in accordance with Owner’s Tariff, in each case in accordance with the terms of this Agreement and Owner’s Tariff;

(vi)                              providing or causing to be provided all of the personnel necessary to staff and perform the Services which may be accomplished to the extent necessary by (a) full-time employees of Operator, or Affiliates of Operator, engaged in the performance of the Services, (b) any other employees of Operator or Affiliates of Operator, or (c) contractors, consultants and other representatives hired by Operator;

(vii)                           except as otherwise expressly set forth in Section 2.2 and so long as the information does not call for information about the Persons holding an ownership interest in Owner, preparing and furnishing to requisite Governmental Entities all reports and information required by Law in connection with the Pipeline and preparing and furnishing to Owner for Owner’s review within a reasonable period of time prior to submission, any filings made pursuant to Section 4 of the Natural Gas Act (except for negotiated rate agreement filings), Section 5 of the Natural Gas Act, and Section 7(c) FERC certificate applications and corresponding FERC orders prior to acceptance of such orders, and responses to any material investigations of any Governmental Entity targeting the Pipeline specifically. For the avoidance of doubt, industry wide or similar non-targeted investigations that would not reasonably be expected to have a material financial impact on the Pipeline, and that do not target the Pipeline specifically are not included;

(viii)                        taking (a) any and all actions and making repairs, including implementing a pipeline shutdown, that are required or appropriate in response to a sudden or unexpected event that (i) causes, or risks causing, an Environmental Condition

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or breach of any Environmental Law, damage to the Pipeline or other property, or the injury, illness, or death of any person, or (ii) is of such a nature that responding to the event cannot, in the reasonable discretion of Operator, await the decision of Owner (any event in this subclause (a), an “Emergency”); or (b) any and all actions and repairs required to maintain material compliance with any Laws having jurisdiction over the construction, development, operation, maintenance and repair of the Pipeline, including, without limitation, the PHMSA and the FERC;

(ix)                                providing or causing to be provided, directly or by allocation, the personnel, facilities, office space, equipment and technology necessary to perform the functions and provide the Services and maintaining invoices and other documentation relating to costs expended in performing the Services and accurate and complete books and records (including operating records) as required by Law, and retaining records of Owner that are in Operator’s possession in accordance with Owner’s record retention policy in effect from time to time;

(x)                                   purchasing right-of-way, easements and fee properties and causing to be prosecuted condemnation actions as required;

(xi)                                preparing budgets and bid requirements;

(xii)                             negotiating and letting contracts and purchasing pipe and supplies;

(xiii)                          performing the accounting, legal, treasury, engineering and planning functions associated with operations of the Pipeline;

(xiv)                         obtaining all Permits;

(xv)                            performing the services necessary for any construction financing approved in accordance with the LLC Agreement;

(xvi)                         filing non-income or franchise returns and paying (with Owner’s funds or, at Operator’s election, Operator’s funds, which will be reimbursed) such Taxes and other charges, assessments and similar payments due or payable from time to time upon or in connection with any facilities or properties constituting a part of the Pipeline;

(xvii)                      managing the litigation matters of Owner and MidCon and promptly notifying Owner and MidCon upon obtaining knowledge thereof; provided however, that Operator may only settle litigation matters that involve the payment of monetary damages not in excess of $2.5 million or as otherwise provided for in the Operating Budget; provided further, that Operator may only settle litigation matters if such settlement will not impose any material restriction on the operations of NGPL. For the avoidance of doubt any other settlement of litigation matters must be approved by the Owner;

(xviii)                   preparing financial statements of Owner and MidCon and engaging independent auditors to provide an audit of the annual financial statements of Owner and MidCon LLC;

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(xix)                           causing the operator of the Horizon pipeline system to act pursuant to the terms and in accordance with the standards set forth in the Operation and Maintenance Agreement and Services Agreement with Horizon Pipeline Company, L.L.C.;

(xx)                              causing the operator of the Canyon Creek pipeline system to act pursuant to the terms and in accordance with the standards set forth in the Operation and Maintenance Agreement with Canyon Creek Compression Company; and

(xxi)                           performing other services requested by Owner, for which mutually acceptable compensation is agreed to in advance.

Owner will provide to Operator information in Owner’s reasonable control or possession sufficient to allow Operator to provide the Services hereunder.

(b)                                 Notwithstanding any other provision of this Agreement to the contrary, the term Services as used in this Agreement does not include authorization to make the material strategic decisions listed below with respect to the Pipeline without the authorization of Owner, provided that nothing in this subsection (b) shall affect any specific approval, consent or similar rights granted to Operator in this Agreement or any rights granted to Knight Inc. as a shareholder of MidCon under the LLC Agreement or Shareholder Agreement. All matters in any approved Operating Budget, Development Plan Budget or Construction Opportunity Budget or approved amendment thereto have been authorized by Owner. It is understood that Operator is authorized to implement any such material strategic decisions authorized by Owner. Such material strategic decisions with respect to the Pipeline are:

(i)                                     any approval or amendment to any Operating Budget, Development Plan Budget or Construction Opportunity Budget, other than pursuant to the terms of Article 3,

(ii)                                  any matter relating to the financing or refinancing of Owner (including any incurrence or prepayment of indebtedness or provision of guarantees of another person’s indebtedness or issuance of securities) other than in the ordinary course of business, and the creation of any lien on or security interest in any of the assets of Owner in connection therewith,

(iii)                               the sale, exchange, lease, mortgage or other disposition of any assets of Owner other than immaterial or surplus assets,

(iv)                              any decision to file a rate case under Section 4 of the Natural Gas Act with the FERC,

(v)                                 changing in any material respect any tax, accounting or cash investment management policy of Owner,

(vi)                              entering into any Tax settlement agreements or arrangements in an amount in excess of $2.5 million,

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(vii)                           changing Owner’s independent auditors,

(viii)                        settlement of litigation not authorized in Section 2.1(a)(xvii),

(ix)                                any commercial, operations or contractual agreement with a known or expected revenue or cost impact in excess of $10.0 million over any 1 year period (other than the replacement or renewal of any commercial, operations or contractual agreement on substantially similar terms), and

(x)                                   any other agreement, arrangement, transaction, policy or decision entered into that would reasonably be expected to have a material financial impact on Owner.

2.2                                 FERC Standards of Conduct.

(a)                                  Without suggesting Owner is involved in details of Services pursuant hereto, Operator shall ensure that personnel who are responsible for operating the Pipeline pursuant to this Agreement attend an Owner’s standards of conduct training session and comply with the FERC Standards of Conduct rules and regulations and Owner’s procedures implementing those standards of conduct.

(b)                                 Owner shall retain responsibility for its own compliance with the FERC Standards of Conduct, including the preparation and submission of any necessary filings and the preparation and updating of any documents that must be posted on its website. In accordance with its responsibilities for management of Owner’s website postings, Operator will post and maintain Owner’s standards of conduct website postings.

(c)                                  Owner and Operator shall jointly develop a Standards of Conduct Compliance Plan, which shall clearly delineate the relationship between Owner and Operator, on the one hand, and Owner’s Marketing Affiliates on the other. It is the mutual intention of the Parties that Owner will implement its obligations under the FERC Standards of Conduct in a manner that does not create any independent obligation under those regulations for Operator in its relationship as an independent contractor for Owner under this Agreement or any independent obligation as a result of being Operator for any of Operator’s Affiliates. In the event that the FERC issues an order or takes any action that is inconsistent with the mutual intention of the Parties as herein described, Owner shall promptly advise Operator of such action and the Parties will negotiate in good faith to amend this Agreement or otherwise modify their relationship to preserve their mutually intended relationship.

2.3                                 Performance. Notwithstanding anything to the contrary in this Agreement, Operator shall have no obligation under the terms of this Agreement to take any action (including actions otherwise required to satisfy the Reasonable and Prudent Operator standard), make any expenditure or incur any obligation for which Operator is not entitled to reimbursement under Section 3.4.

2.4                                 Ownership of Property. The Pipeline is owned by Owner. Operator has no ownership interest in the Pipeline or in any other assets of Owner other than its indirect ownership in Owner.

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2.5                                 Cooperation. Owner may appoint an individual to act as liaison with Operator (the “Operating Liaison”). Operator will provide notice and opportunity for the Operating Liaison to attend Owner’s regular weekly staff meetings and shall seek the views of Owner through the Operating Liaison prior to filing any material regulatory reports, information and other filings it makes for the Pipeline pursuant to Section 2.1(vii) hereto and on any other material regulatory developments as soon as practicable after Operator becomes aware of such developments. The Operating Liaison will not direct Operator or Operator’s officers, employees, representatives or consultants. Notwithstanding anything herein to the contrary, Owner may act through the Operating Liaison to communicate to Operator the views of Owner with respect to regulatory and related business matters. All costs and expenses of the Operating Liaison will be borne by the Record Holder of Class B Shares under the LLC Agreement.

ARTICLE 3

EXPENDITURES AND REIMBURSEMENT

3.1                                 Budgets and Authorization for Expenditures.

(a)                                  Operator is hereby authorized and directed to make any and all expenditures necessary to implement any Operating Budget and the Development Plan and any Construction Opportunity Budget approved by Owner and Operator in accordance with and subject to, as applicable, the Development Plan Budget and any Construction Opportunity Budget.

(b)                                 Operator and Owner agree that the attached Exhibit C represents the Operating Budgets for Calendar Year 2007 and 2008.

(c)                                  On or before November 15 of each Calendar Year during the term of this Agreement, Operator shall deliver to Owner in writing a proposed draft of the Operating Budget for the next Calendar Year or partial Calendar Year in substantially the same format and level of detail as set forth in the budget template attached as Exhibit C (each, including for clarity, items from the Development Plan Budget or any Construction Opportunity Budget (which budgets have been previously approved), a “Proposed Operating Budget”).

(d)                                 Each Proposed Operating Budget will include line items for G&A Costs, Non-G&A Costs and maintenance and expansion capital expenditures in substantially the same format and level of detail as set forth in the budget template attached as Exhibit C.

(e)                                  Owner and Operator shall use all commercially reasonable efforts to agree on a Proposed Operating Budget by no later than December 15 prior to the applicable Calendar Year. Upon agreement of Owner and Operator, a Proposed Operating Budget will be the operating budget for the next Calendar Year or partial Calendar Year (the “Operating Budget”). If all commercially reasonable efforts of the Parties fail to result in mutual agreement on a Proposed Operating Budget by December 15 of the Calendar Year prior to the applicable Calendar Year, each Party shall stipulate to the individual items in the Proposed Operating Budget in dispute with respect to reasonably anticipated cost versus agreement to budget levels. (For the sake of clarity, the items in dispute may not include any items in the Development Plan

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Budget or any approved Construction Opportunity Budget.)  The Parties shall then submit the resulting stipulations to arbitration in accordance with Article 9 herein with the arbitrator empowered to determine the line items in dispute for the applicable Calendar Year. While any individual items in dispute are being arbitrated in accordance with Article 9 herein, the items within the applicable Proposed Operating Budget that are not in dispute shall be deemed to comprise the “Operating Budget” for the purposes of this Agreement. Pending the outcome of the arbitration, Operator may take action with respect to each item that is subject to arbitration as if Operator would prevail on the merits until such arbitration is completed to the extent Operator reasonably determines that the failure to take such action would cause an unsafe operating condition or a breach of any Law. Pending the outcome of the arbitration, any disputed item that was budgeted in the prior Calendar Year’s Operating Budget shall be considered to be included in the Operating Budget in the same manner and for the same amount as in the prior Calendar Year’s Operating Budget, unless Owner’s arbitration stipulations include a higher amount for such item in which case such higher amount shall be included in the deemed Operating Budget. Upon the resolution of any disputed item, the “Operating Budget” shall be amended to include the applicable item as resolved.

(f)                                    At any time or from time to time prior to the end of such Calendar Year, Operator may propose amendments to the Operating Budget for such year (other than items included in the Development Plan Budget and any approved Construction Opportunity Budget) by delivering a written amendment to Owner. Each such amendment shall itemize individual Non-G&A Costs, G&A Costs and individual capital expenditures in the same format and level of detail set forth in the budget template attached as Exhibit C, and shall become effective upon Owner’s written approval of same. If after using all commercially reasonable efforts to agree on the amendment, individual items of the amendment are still in dispute, the dispute shall be resolved in the manner described in Section 3.1(e). Such amendments will become part of the Operating Budget for such Calendar Year.

(g)                                 Within 30 days after a Proposed Operating Budget is approved pursuant to Section 3.1(d) and no unresolved disputed items remain, Operator shall prepare and deliver to Owner the Operating Budget for the Calendar Year covered by such Operating Budget which shall include, as provided, the items included in the Development Plan Budget and any approved Construction Opportunity Budget for such Calendar Year along with the items of such Proposed Operating Budget.

(h)                                 In the event the Parties are unable to agree on the methodology for determining the amount of G&A Costs for fiscal 2011 or for any subsequent year, the amount of G&A Costs will be determined by Operator in accordance with the methodology known as the Massachusetts formula applied by Operator in the same manner as applied by Operator with respect to the Pipeline and other interstate natural gas pipeline systems operated by Operator or its Affiliates.

(i)                                     Either Party may propose a Construction Opportunity Budget by providing a written copy of the proposed budget to the other Party. Any final Construction Opportunity Budget must be approved by each of Owner and Operator. If each of Owner and Operator agree that the Construction Opportunity described in the Construction Opportunity Budget should be pursued, then each of Owner and Operator shall use commercially reasonable efforts to reach

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agreement with respect to any proposed Construction Opportunity Budget within 30 days of the date it is proposed.

(j)                                     If both (i) a Construction Opportunity Budget solely with respect to an Expansion or Extension Opportunity is proposed by either Party as provided in Section 3.1(i) and Owner votes that the Expansion or Extension Opportunity described in such Construction Opportunity Budget should be pursued and Operator votes that such Expansion or Extension Opportunity should not be pursued and (ii) the board of directors of any KM Entity votes, or expressly authorizes its management, in either case within six (6) months of the vote in clause (i), to actively pursue such Expansion or Extension Opportunity, then if a majority of the Board of Directors of Owner voted or votes to pursue such Expansion or Extension Opportunity,

(1)                                 Owner may pursue such Expansion or Extension Opportunity (including, notwithstanding anything contained herein to the contrary, conducting feasibility studies and conducting open seasons and preparing plans therefor);

(2)                                 If personnel of Operator or any of its Subsidiaries are engaged in planning for or pursuing such Expansion or Extension Opportunity on behalf of any KM Entity, Operator shall provide separate personnel of similar expertise and number to assist Owner in planning for and pursuing such Expansion or Extension Opportunity. The personnel on each such team shall not share information with respect to their planning or pursuing such Expansion or Extension Opportunity with personnel from the other team;

(3)                                 To the extent reasonable under the circumstances, Owner will attempt to employ debt financing for an appropriate portion of the amounts necessary to pursue and construct or acquire such Expansion or Extension Opportunity;

(4)                                 Owner, in consultation with Operator, will prepare and deliver to Operator the final Construction Opportunity Budget for such Expansion or Extension Opportunity; and

(5)                                 Owner shall pay or reimburse Operator for all incremental costs and expenditures (including G&A Costs), allocated or otherwise, that Operator pays or incurs in connection with such Extension or Expansion Opportunity, including in connection with the planning, construction or acquisition, and operation thereof.

Operator hereby covenants and agrees that it will provide Owner with notice (x) of any KM Entity board of directors vote or authorization referred to in clause (ii) of Section 3.1(j) above within three (3) Business Days of such vote or authorization and (y) of the date on which an Expansion or Extension Opportunity owned or operated by a KM Entity that meets the criteria set forth in Section 7.2(e) is acquired or enters into full operation, and the date

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on which a binding agreement for such acquisition or construction is executed and delivered, in each case within three (3) Business Days of such date.

In the event that any KM Entity owns or operates an Expansion or Extension Opportunity, Operator agrees that it (w) will use confidential information about MidCon, Owner, and their respective controlled Affiliates or operations solely for the purpose of monitoring its investment in MidCon and operating the Pipeline, (x) will comply with the FERC Standards of Conduct rules and regulations, (y) will not permit any of its personnel who are directly performing marketing and business development functions on behalf of Owner under this Agreement to provide services to any KM Entity relating specifically to such Extension and Expansion Opportunity and (z) will not reveal or otherwise act as a conduit for the confidential information described in clause (x) above to any KM Entity.

3.2                                 Authorization for Expenditures for Emergencies. Notwithstanding any other provisions of this Agreement, in the case of an Emergency, while acting as a Reasonable and Prudent Operator, Operator may, without any prior notice to or approval from Owner, take such steps and incur such expenditures that, in Operator’s sole opinion, are required to deal with such Emergency. Operator shall notify Owner within 24 hours of the occurrence of any Emergency and shall report generally to Owner with respect thereto within seven days of such occurrence.

3.3                                 Authorization for Expenditures. Notwithstanding any other provision of this Agreement, while acting as a Reasonable and Prudent Operator, Operator may take such steps and incur such expenditures that are reasonably necessary to (a) prevent or reduce any material disruption or delay in the Pipeline’s delivery of capacity in accordance with its then-existing contractual obligations, (b) prevent or reduce any material disruption or delay in operating the Pipeline or (c) satisfy the Operator’s obligation to act as a Reasonable and Prudent Operator under the terms of this Agreement, provided, in each case, that such expenditures, including capital expenditures, shall not result in aggregate expenditures for a Calendar Year exceeding the total expenditures set forth in the Operating Budget by greater than 15% for such Calendar Year and provided further that Operator shall notify Owner in writing as soon as reasonably practicable if the aggregate expenditures incurred, or that Operator reasonably expects will be incurred, will exceed such Operating Budget by such amount. It is understood and agreed that the terms of this Section 3.3 do not apply to expenditures incurred to deal with an Emergency, which are subject to Section 3.2 above.

3.4                                 Reimbursement. Operator shall pay directly with Owner’s funds (or, if Operator chooses to pay with its own funds, Owner shall reimburse Operator) for all budgeted, approved or permitted costs or expenditures under this Agreement, as such costs or expenditures are incurred or paid by Operator, including any Non G&A Costs incurred or paid by Operator.

3.5                                 Services to be Provided at Cost. Each Party acknowledges and agrees that (a) Operator is providing the Services without any ▇▇▇▇-up or profit and (b) the reimbursement provided for in this Article 3 is intended to cover the costs actually incurred by Operator or allocated by Operator to Owner in performing the Services following the Effective Date; provided, however, that G&A Costs, other than G&A Costs that have been approved in connection with Construction Opportunities or that are to be reimbursed pursuant to Section 3.1(j)(5), will be fixed at the amount set forth on Exhibit B attached hereto for fiscal 2007 and

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escalated by 3% over the preceding year for each year thereafter until 2011. The amount of G&A Costs set forth on Exhibit B will be pro rated for fiscal 2008 from the Effective Date.

3.6                                 Monthly Invoices. Operator shall prepare and submit monthly invoices to Owner following the end of each calendar month for payments due hereunder, which monthly invoices shall include an amount equal to one-twelfth (1/12) of the applicable annual G&A Costs plus any reimbursable costs incurred or paid by Operator during such month. Owner shall pay the undisputed portion of such invoices within 10 days of receipt. Operator shall promptly provide upon written request of the Owner all reasonable supporting documentation relating to costs or expenditures and the allocation methodology used with respect to any monthly invoice, provided however, that no supporting documentation or methodology needs to be provided with respect to G&A Costs until 2011.

3.7                                 Payment Disputes. If Owner in good faith disputes the amount of any payment required by any invoice issued under the terms of this Agreement, it shall notify Operator of the dispute prior to the date that payment is due. Operator shall permit Owner to conduct an audit and review of all supporting documentation relating to such costs or expenditures and the allocation methodology used therefor. All invoices and statements rendered to Owner by Operator under this Agreement shall conclusively be presumed to be true and correct after 12 months following the rendering of such invoices and statements, unless within the 12-month period Owner takes written exception thereto and makes claim on Operator for adjustment. Similarly, no adjustment favorable to Operator shall be made unless it is made within the same prescribed period. If the Parties are unable to resolve the dispute within 60 days after the applicable due date of the invoice, they will submit the dispute to the dispute resolution procedures set forth in Article 9. Owner may, in good faith, withhold payment of the disputed portion of any invoice until the dispute is resolved or deemed resolved under this Section 3.7; provided that Owner shall pay the undisputed amount of any invoice on or prior to the date that payment is due.

ARTICLE 4

ACCOUNTING AND RECORDS

4.1                                 Maintenance of Accounts.

(a)                                  Operator shall maintain accurate accounts of all expenses, costs, Taxes and liabilities incurred by it in performing its obligations hereunder, and all revenues accrued and invoiced, all of which shall be charged or credited to Owner. All such accounting shall be handled in accordance with FERC regulation.

(b)                                 Operator shall maintain accurate books and records of MidCon in accordance with United States generally accepted accounting principles as commonly applied to accounting for natural gas pipeline companies.

(c)                                  Within 45 days after the end of each calendar quarter, Operator shall send MidCon and Owner (i) an income statement for MidCon for such quarter (including sufficient information to permit Owner to calculate its members’ Tax accruals) and for the portion of the

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Calendar Year then ended as compared to the same periods for the prior Calendar Year and to the budgeted results for the current periods; (ii) a balance sheet for MidCon as of the end of such quarter; and (iii) a statement of cash flows for MidCon for such quarter and for the portion of the Calendar Year then ended as compared to the same periods for the prior Calendar Year.

ARTICLE 5

ADDITIONAL COVENANTS OF THE PARTIES

5.1                                 Restricted Actions. During the term of this Agreement, Operator shall not, without the prior written consent of Owner, create or permit to be incurred any material lien or encumbrance on the Pipeline or any asset constituting part of the Pipeline, with the exception of (i) undetermined or inchoate liens and charges incidental to construction, maintenance, development or operation, including those that arise by operation of Law; (ii) the lien of Taxes and assessments not at the time delinquent, or if delinquent, the validity of which is being contested by the Operator in good faith by appropriate proceedings; (iii) the lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates; (iv) any obligations or duties, affecting the property of Owner, to any municipality or public authority with respect to any Permit or similar arrangement; (v) mechanics’ or materialmen’s liens, any liens or charges arising by reason of pledges or deposits to secure payment of ▇▇▇▇▇▇▇’▇ compensation or other insurance, good faith deposits in connection with tenders, leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure duties or public or statutory obligations, deposits to secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of Taxes or assessments or similar charges; or (vi) other liens (regardless of whether similar) which do not materially interfere with the use of the Pipeline, all of which liens shall be administered or otherwise addressed in a manner consistent with prudent industry practices and past practices.

5.2                                 Compliance with Laws. Operator shall act as a Reasonable and Prudent Operator to cause the personnel performing the Services to act in material compliance with all Laws. As owner of the Pipeline, Owner shall conduct itself at all times in material compliance with all Laws.

5.3                                 Expansion or Extension Opportunities. Operator shall actively seek (consistent with its past practices) and present Expansion or Extension Opportunities to the Board of Directors of Owner (prior to or contemporaneously with the presentation of each such Expansion or Extension Opportunity to the board of directors of any KM Entity) for consideration.

5.4                                 Customer Information. Promptly following request by any Principal or any Investor to the Operator, for purposes of determining whether a proposed transfer of securities subject to the Shareholder Agreement would be to a customer, the Operator shall provide such Principal or Investor with a copy of the then-current list of customers of Owner and any other subsidiary of MidCon that owns or operates a natural gas pipeline in North America. The Shareholder Agreement provides that such Principal or Investor is entitled to rely on the contents of such customer list (for a period of 6 months) for purposes of compliance with the terms of Sections 3 and 4 of such agreement relating to transfers to or ownership by customers of securities subject to such agreement and shall have no liability under such agreement for any

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breach of such terms of Sections 3 and 4 of such agreement resulting from such reliance. Such Principal or Investor will keep such customer list confidential and shall only use it for the purposes provided in Section 7(b) of the Shareholder Agreement.

ARTICLE 6

INSURANCE

6.1                                 Insurance Provided by Operator. Operator shall at all times during the term of this Agreement, purchase and maintain insurance coverage that includes reasonable and customary coverage for the Pipeline that is part of Operator’s overall insurance program for itself and its Affiliates in accordance with the practices of Operator; provided, however, that the cost of insurance for directors and officers of Owner shall not be allocated to Owner. Insurance for directors and officers of Owner shall be the responsibility of the respective class of shareholder of MidCon with which the directors and officers are associated.

6.2                                 Other Requirements. For insurance coverage obtained pursuant to Section 6.1, Operator will provide that the applicable insurer shall waive any right of recovery, under subrogation or otherwise, which the insurer may have or acquire against Owner and its subsidiaries, Affiliates, directors, partners, officers, or agents for claims under such policies. All such coverage shall, where applicable, name Owner as an additional insured. Such insurance shall, to the extent of Operator’s indemnity obligations, be primary and non-contributing to any other insurance that is available to Owner. All insurance coverage obtained by Operator in relation to this Agreement shall be endorsed to provide that cancellation, termination or other material change shall not be effective without 30 days prior written notice to the Owner excepting only cancellation for non-payment of premium where such notice period shall be 10 days.

ARTICLE 7

TERM AND TERMINATION

7.1                                 Term. This Agreement shall commence on the Effective Date and continue in effect for a primary term of 15 years. Thereafter, this Agreement shall remain in full force and effect for up to five automatic 5-year extensions, subject to termination by either Party upon written notice to the other Party no less than 12 months prior to the end of the primary term or any 5-year extension.

7.2                                 Termination. This Agreement may be terminated

(a)                                  upon the mutual written consent of the Parties; or

(b)                                 by notice from either Party, if the other Party suffers a Bankruptcy; or

(c)                                  by Owner or Operator, upon 30 days’ written notice in the event Knight or one of its Affiliates no longer owns a direct or indirect interest in Owner; or

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(d)                                 following receipt by Operator of notice from Owner that Operator has failed to perform any of its covenants or obligations under this Agreement or has been willfully negligent or committed an act of intentional misconduct that, in any such case, has had or is reasonably expected to have a material adverse financial impact on MidCon (a “Performance Breach”):

(1)                                  Owner shall give Operator notice of such Performance Breach (a “Performance Breach Notice”). Operator shall have 10 days from receipt of the Performance Breach Notice to cure the Performance Breach, or if diligently pursuing such a cure, provide Owner with written notice that Operator intends to cure the Performance Breach, including a summary of the material steps it has taken to date to diligently pursue such cure (a “Cure Notice”). If Operator delivers a timely Cure Notice, Operator shall have 60 days from receipt of the Performance Breach Notice to cure the Performance Breach. If at the end of the 60 day period, the Performance Breach has not been cured but Operator is diligently pursuing such cure, Operator shall have an additional 30 days to cure the Performance Breach (for an aggregate of 90 days from receipt of the Performance Breach Notice). If Operator timely cures the Performance Breach, this Agreement will continue in full force and effect.

(2)                                  If either (X) a Cure Notice is not delivered within 10 days following receipt of the Performance Beach Notice, (Y) following 60 days after receipt of the Performance Breach Notice, such Performance Breach is not cured and Operator is not diligently pursuing the cure, or (Z) following the expiration of the 30 day extension period such Performance Breach is not cured, then Owner shall have the right, exercisable at any time during the 60 days following the expiration of the applicable period referenced in clauses (X), (Y) and (Z) above, to elect by notice to Operator to terminate this Agreement with no further liability; provided, however, that this Agreement may not be terminated pursuant to this clause (d)(2) unless the matter is submitted to arbitration conducted pursuant to Article 9 (which arbitration process shall commence upon Operator’s receipt of Owner’s notice of election to terminate this Agreement pursuant to this clause (d)(2)) and the arbitrators decide under the common law of the State of Texas that there was a Performance Breach that was the result of Operator’s negligence or intentional misconduct, is material and would justify termination of this Agreement.

For avoidance of doubt, it is agreed and acknowledged that any action taken by Operator hereunder with the approval of the Board of Directors of Owner or MidCon and in accordance with the terms of such approval shall not constitute a Performance Breach; or

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(e)                                  if any KM Entity enters into a binding agreement to acquire or commences construction of an Expansion or Extension Opportunity which (i) a majority of the Board of Directors of Owner voted to pursue under Section 3.1(j), (ii) Owner, or ▇▇▇▇▇ Acquisition Inc. and its Affiliates, on behalf of Owner, actively pursued with directors, officers and employees of ▇▇▇▇▇ Acquisition Inc. or its Affiliates, and (iii) a KM Entity pursued at the same time and entered into a binding agreement to acquire or commenced construction notwithstanding the competition from Owner, by notice from Owner to Operator given no later than 24 months after the date on which such Expansion or Extension Opportunity of a KM Entity was acquired or initially entered into full operation.

Except as provided in the next succeeding sentence, the termination of this Agreement shall be effective (i) at the end of the term or an extension, in the case of termination pursuant to Section 7.1, (ii) upon the date of the mutual written consent, in the case of termination pursuant to Section 7.2(a), (iii) upon receipt of notice of termination because of a Bankruptcy, in the case of termination pursuant to Section 7.2(b), (iv) upon 30 days after receipt of notice from Owner or Operator, in the case of termination pursuant to Section 7.2(c), (v) upon the issuance of an arbitration award in favor of Owner, in the case of termination pursuant to Section 7.2(d) and (vi) upon receipt of notice of termination from Owner, in case of termination pursuant to Section 7.2(e). However, if there is a Transition Period or a Sale Transition Period, the termination of this Agreement shall be effective upon the end of the Transition Period or Sale Transition Period, as the case may be, or, if earlier, the date upon which Owner requests Operator to terminate its performance of Services as provided in Section 7.3(b) or 7.3(c), as applicable.

7.3                                 Effect of Termination. (a) The termination of this Agreement shall not relieve either Party of any liability or obligation accruing or that accrued prior to such termination or deprive a Party not in breach (other than a breach because such Party is rightfully withholding performance in response to a breach by the other Party) of its rights to any remedy otherwise available to such Party. Upon termination, Operator shall promptly make available to Owner its books and records relating to the Pipeline. Upon termination, Operator shall, to the extent requested by Owner, (i) assign to Owner any contracts and agreements that are assignable entered into by Operator and used exclusively in connection with its performance of the Services on behalf of Owner pursuant to the terms of this Agreement and Owner shall assume all obligations and liabilities under such contracts and agreements, (ii) transfer to Owner all assets used exclusively in providing the Services, (iii) with respect to information technology and other systems that are used by Operator on a non-exclusive basis to provide the Services, transfer to Owner all data relevant for providing the Services contained within such systems and (iv) allow Owner to offer employment to each employee of Operator whose duties consist principally of providing the Services. In addition, Operator, at Owner’s expense, will use commercially reasonable efforts to advise Owner with respect to replacing any assets, materials, software or other systems or supplies that were used by Operator in providing the Services and that are not being assigned or transferred to Owner. The Parties agree to execute from time to time after such termination such documents and instruments requested by each Party to evidence such assignment and assumption. Upon termination, Operator shall promptly deliver to Owner all documents, files, and books and records received from Owner or generated by Operator with respect to the Pipeline in the performance of its duties hereunder.

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(b)                                 Notwithstanding any notice of termination pursuant to Section 7.2 (other than notice of termination by Operator pursuant to Section 7.2(c) which is subject to subsection (c) below), at the request of Owner, Operator shall continue to serve as Operator of the Pipeline, and Owner will perform its obligations, under this Agreement in compliance with the provisions hereof for a transition period of up to 12 months (the “Transition Period”) (i) beginning upon the date of consent, in the case of termination pursuant to Section 7.2(a), (ii) beginning upon the date of the Bankruptcy, in the case of termination pursuant to Section 7.2(b), (iii) beginning immediately upon the decision of Owner following the issuance of an arbitration award in favor of Owner, in the case of termination pursuant to Section 7.2(d), and (iv) beginning upon receipt by Operator of notice of termination from Owner, in the case of termination pursuant to Section 7.2(e), unless in each case Owner requests Operator to terminate its performance of the Services earlier than the end of the Transition Period. During the Transition Period, Operator shall provide the Services in accordance with the Operating Budget then in existence, and all of the terms of this Agreement. At the start of any new fiscal year during the Transition Period, the Operating Budget shall be increased by increases in costs which can reasonably be anticipated to be incurred by Operator in the operation of the Pipeline for such portion of the Transition Period.

(c)                                  Notwithstanding any notice of termination by Operator pursuant to Section 7.2(c), Operator shall continue to serve as Operator of the Pipeline, and Owner will perform its obligations, under this Agreement in compliance with the provisions hereof for a transition period of up to the date that is the earlier to occur of (i) 24 months from the date of the notice of termination of this Agreement under Section 7.2(c) or (ii) 24 months from the date that Operator gave notice to Owner that it has commenced a process expected to lead to the sale of its direct or indirect interest in Owner  (the “Sale Transition Period”) unless Owner requests Operator to terminate its performance of the Services earlier. During the Sale Transition Period, Operator shall provide the Services in accordance with the Operating Budget then in existence, and all of the terms of this Agreement. At the start of any new fiscal year during the Sale Transition Period, the Operating Budget shall be increased by increases in costs which can reasonably be anticipated to be incurred by Operator in the operation of the Pipeline for such portion of the Sale Transition Period. It is understood that nothing in this provision shall eliminate the necessity of the notice that must be given in accordance with Section 3(d)(i) of the Shareholder Agreement.

ARTICLE 8

INDEMNIFICATION

8.1                                 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE THAT (A) OPERATOR SHALL NOT BE LIABLE TO ANY OWNER INDEMNIFIED PARTY FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES, AND (B) OWNER SHALL NOT BE LIABLE TO ANY OPERATOR INDEMNIFIED PARTY FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES.

8.2                                 Indemnification of Operator. Subject to Sections 8.1 and 8.3, Owner shall INDEMNIFY, PROTECT, DEFEND, RELEASE and HOLD HARMLESS Knight and its

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Affiliates, and their respective directors, officers, employees, agents, managers, members, and representatives (collectively, the “Operator Indemnified Parties”), when acting in the capacity of Operator, from and against any and all Claims , whether or not foreseeable, as a result of, caused or alleged to be caused, in whole or in part, by, or arising out of, in connection with, or as an incident to, any act or omission in connection with providing the Services under this Agreement. ANY OPERATOR INDEMNIFIED PARTY SHALL BE INDEMNIFIED PURSUANT TO THIS SECTION 8.2 NOTWITHSTANDING THE FACT THAT ANY OF THE CLAIMS ARE OR WERE (i) FORESEEABLY CAUSED OR ALLEGED TO BE CAUSED, IN WHOLE OR IN PART, (x) BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, CONTRACTUAL COMPARATIVE NEGLIGENCE OR OTHER FAULT OF SUCH OPERATOR INDEMNIFIED PARTY OR ANY OTHER OPERATOR INDEMNIFIED PARTY OR (y) WITHOUT ANY FAULT OF ANY SUCH OPERATOR INDEMNIFIED PARTY OR ANY OTHER OPERATOR INDEMNIFIED PARTY, OR (ii) ATTRIBUTABLE TO STRICT LIABILITY OR NO-FAULT LIABILITY OF SUCH OPERATOR INDEMNIFIED PARTY OR ANY OTHER OPERATOR INDEMNIFIED PARTY; PROVIDED, HOWEVER, THAT NO OPERATOR INDEMNIFIED PARTY SHALL BE INDEMNIFIED PURSUANT TO THIS SECTION 8.2 FOR ANY CLAIMS TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH OPERATOR INDEMNIFIED PARTY.

8.3                                 Indemnification of Owner. Subject to Section 8.1, Operator shall INDEMNIFY, PROTECT, DEFEND, RELEASE and HOLD HARMLESS Owner and its Affiliates, and their respective directors, officers, employees, agents, managers, members and representatives (together with Owner, the “Owner Indemnified Parties”) from and against any and all Claims suffered by Owner Indemnified Parties as a result of, caused by, or arising out of the gross negligence or willful misconduct of Operator in its performance or failure to perform under this Agreement.

8.4                                 Indemnification Demands. Each Party hereunder agrees that promptly upon its discovery of facts giving rise to a demand for indemnity (an “Indemnity Demand”) under the provisions of this Agreement with respect to any matter as to which an Operator Indemnified Party or an Owner Indemnified Party as applicable (each, an “Indemnified Party”) asserts a right to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the Party against which such a right is being asserted (the “Indemnifying Party”), together with a statement of such information respecting any of the foregoing as it shall have. Such notice shall include a formal demand for indemnification under this Agreement. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any Indemnity Demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement and such failure materially and adversely affects the ability of the Indemnifying Party or its counsel to defend against such matter and to make a timely response thereto including, without limitation, any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the Indemnity Demand. If an Indemnity Demand goes unresolved, the Indemnity Demand shall be referred to an Arbitrator for resolution pursuant to the procedures of Article 9.

8.5                                 Payment of Damages. In calculating any amount to be paid by an Indemnifying Party by reason of the provisions of this Agreement, the amount shall be reduced by all cash Tax

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benefits and other cash reimbursements (including, without limitation, insurance proceeds) and increased by all Tax detriments, actually received or incurred by the Indemnified Party related to the damages. Such Tax benefit or detriment shall be calculated using the highest marginal rate of federal and state Tax, taking into account all of the states in which the person receiving the Tax benefit or suffering the Tax detriment does business. The amount of any such Tax benefit or Tax detriment is to be determined by taking into account the effect, if any and to the extent determinable, of timing differences resulting from the acceleration or deferral of items of gain or loss resulting from such damages.

8.6                                 Sole Remedy. No Party shall have liability under this Agreement except as is provided in this Agreement (other than claims or causes of action arising from fraud).

8.7                                 Express Negligence Rule. THE INDEMNIFICATION PROVISIONS PROVIDED FOR IN THIS AGREEMENT HAVE BEEN EXPRESSLY NEGOTIATED IN EVERY DETAIL, ARE INTENDED TO BE GIVEN FULL AND LITERAL EFFECT, AND SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, OBLIGATIONS, CLAIMS, JUDGMENTS, LOSSES, COSTS, EXPENSES OR DAMAGES IN QUESTION ARISE OR AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANY INDEMNIFIED PARTY. OWNER AND OPERATOR ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND CONSTITUTES CONSPICUOUS NOTICE. THIS CONSPICUOUS NOTICE IS NOT INTENDED TO PROVIDE OR ALTER THE RIGHTS AND OBLIGATIONS OF THE PARTIES.

8.8                                 Survival of Indemnities. Notwithstanding any other provision in this Agreement to the contrary, the indemnification provisions and rights set forth in this Article 8 shall survive the expiration or other termination of this Agreement with respect to events, occurrences or conditions existing or arising on or prior to such expiration or other termination.

ARTICLE 9

ARBITRATION

9.1                                 Applicability. Any controversy or claim between the Parties, whether based on contract, tort, statute or other legal or equitable theory (including but not limited to any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement including this Article) arising out of this Agreement (including any amendments or extensions), or the breach or termination thereof shall be settled by arbitration in accordance with the then current CPR Institute Rules for Non-Administered Arbitration of Business Disputes, and this provision. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of Law inconsistent therewith or which would produce a different result, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. Any dispute to which this Article 9 applies is referred to herein as a “Dispute.”  The provisions of this Article 9 shall be the exclusive method of resolving Disputes. Nothing in this Agreement shall preclude a Party from seeking temporary or preliminary

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injunctive relief from a court of competent jurisdiction to prevent irreparable damage or injury before the matter can be heard in arbitration.

9.2                                 Negotiation to Resolve Disputes.

(a)                                  If a Dispute arises, the Parties shall attempt to resolve such Dispute through the following procedure:

(i)                                     first, the Parties shall promptly meet (whether by phone or in person) in a good faith attempt to resolve the Dispute;

(ii)                                  second, if the Dispute is still unresolved after 10 Business Days following the commencement of the negotiations described in Section 9.2(a)(i), then (A) the chief executive officer (or the designee thereof) of Knight, on behalf of Operator, and (B) the designee of the Board of Directors (as defined in the LLC Agreement), on behalf of Owner, shall meet (whether by phone or in person) in a good faith attempt to resolve the Dispute; and

(iii)                               third, if the Dispute is still unresolved after 10 Business Days following the commencement of the negotiations described in Section 9.2(a)(ii), then any Party (the “Initiating Party”) may submit such Dispute to binding arbitration under this Article by written notice to the other Party (an “Arbitration Notice”) delivered within 30 Business Days thereafter.

(b)                                 At the same time that the Initiating Party sends an Arbitration Notice to the other Party, it shall also send an Arbitration Notice to the regional office of the CPR Institute covering Chicago, Illinois. The Arbitration Notice shall contain a brief description of the nature of the Dispute.

9.3                                 Selection of Arbitrator.

(a)                                  Any arbitration conducted under this Article 9 shall be heard by a sole arbitrator (the “Arbitrator”) qualified by his or her education, training and experience in the senior management of an interstate natural gas pipeline to resolve the disputed matters and shall be selected in accordance with this Article 9. Each Party and each proposed Arbitrator shall disclose to the other Party any business, personal or other relationship or affiliation that may exist between such Party and such proposed Arbitrator within 10 Business Days following delivery of the Arbitration Notice.

(b)                                 The Initiating Party shall designate a proposed Arbitrator in its Arbitration Notice. If the other Party objects for any reason to such proposed Arbitrator, it may, on or before the 15^th Business Day following delivery of the Arbitration Notice, notify the Initiating Party of such objection. The Parties shall attempt to agree upon a mutually acceptable Arbitrator. If they are unable to do so within seven Business Days following delivery of the notice described in the second-preceding sentence, any Party may request the regional office of the CPR Institute covering Chicago, Illinois to designate the Arbitrator who shall be qualified by his or her education, training and experience in the interstate natural gas pipeline industry to resolve the disputed matters. Failing designation by the regional office of the CPR Institute, any Party may

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in writing request the judge of the United States District Court for the Northern District of Illinois senior in term of service to appoint an Arbitrator qualified by his or her education, training and senior management experience in the interstate natural gas pipeline industry to resolve the disputed matters. If the Arbitrator so chosen shall die, resign or otherwise fail or becomes unable to serve as Arbitrator, a replacement Arbitrator shall be chosen in accordance with this Article 9.

9.4                                 Conduct of Arbitration.

(a)                                  Any arbitration hearing shall be held in Chicago, Illinois. The Arbitrator shall fix a reasonable time and place for the hearing and shall determine the matters submitted to it pursuant to the provisions of this Agreement in a timely manner.

(b)                                 Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power (i) to gather such materials, information, testimony and evidence as it deems relevant to the dispute before it (and each Party will provide such materials, information, testimony and evidence requested by the Arbitrator, except to the extent any information so requested is subject to an attorney-client or other privilege); (ii) to grant injunctive relief and enforce specific performance; (iii) to issue or cause to be issued subpoenas (including subpoenas directed to Third Parties) for the attendance of witnesses and for the production of books, records, documents and other evidence. Subpoenas so issued shall be served, and upon application to a court having jurisdiction by a Party or the Arbitrator, enforced, in the manner provided by law for the service and enforcement of subpoenas in a civil action; and (iv) to administer oaths.

(c)                                  In advance of the arbitration hearing, the Parties may conduct discovery in accordance with the Illinois rules. Such discovery may include, but is not limited to, (i) the taking of oral and videotaped depositions and depositions on written questions; (ii) serving interrogatories, document requests and requests for admission; and (iii) any other form and/or method of discovery provided for under the Illinois rules. The Arbitrator shall order the Parties to promptly exchange copies of all exhibits and witness lists, and, if requested by a Party, to produce other relevant documents, to answer up to 10 interrogatories (including subparts), to respond to up to 10 requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the hearing all witnesses that such Party has listed and up to four other persons within such Party’s control. Any additional discovery shall only occur by agreement of the Parties or as ordered by the Arbitrator upon a finding of good cause. Any objections and/or responses to such discovery shall be due on or before 15 days after service. The Parties shall attempt in good faith to resolve any discovery disputes that may arise. If the Parties are unable to resolve any such disputes, the Parties may present their objections to the Arbitrator who shall resolve the objections in accordance with the Illinois rules. The Arbitrator may, if requested by a Party, order that a trade secret or other confidential research, development or commercial information not be revealed or be revealed only in a designated way.

(d)                                 The Parties may also retain, with the consent of the Arbitrator, one or more experts to assist the Arbitrator in resolving the Dispute. The Parties shall identify and produce a report from any experts who will give testimony and/or evidence at the arbitration

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hearing. Any testifying experts identified shall be made available for deposition in advance of any arbitration hearing.

(e)                                  The Arbitrator shall render its decision in writing within 15 days of the conclusion of the hearing. The Arbitrator shall have jurisdiction and authority to interpret and apply the provisions of this Agreement only insofar as shall be necessary in the determination of the dispute before it, but it shall not have jurisdiction or authority to add to or alter in any way the provisions of this Agreement. The Arbitrator’s decision shall govern and shall be final, nonappealable (except to the extent provided in the Federal Arbitration Act) and binding on the Parties and its written decision may be entered in any court having appropriate jurisdiction. Pending resolution of any Dispute, performance by Parties shall continue so as to maintain the status quo prior to notice of such Dispute and service of notice of arbitration by any Party shall not divest a court of competent jurisdiction of the right and power to grant a decree compelling specific performance or injunctive relief in an action brought by the Parties. THE ARBITRATOR AND ANY COURT ENFORCING THE AWARD OF THE ARBITRATOR SHALL NOT HAVE THE RIGHT OR AUTHORITY TO AWARD CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES TO THE PARTIES.

(f)                                    The responsibility for paying the costs and expenses of the arbitration, including compensation to the Arbitrator, shall be allocated among the Parties in a manner determined by the Arbitrator to be fair and reasonable under the circumstances. Each Party shall be responsible for the fees and expenses of its respective counsel, consultants and witnesses, unless the Arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and expenses to one Party.

ARTICLE 10

MISCELLANEOUS