LaSalle Bank Uses in Section 2.6Deliverables For Estimated Purchase Price Determination Clause

Section 2.6Deliverables For Estimated Purchase Price Determination from Agreement

This AGREEMENT OF PURCHASE AND SALE, dated as of September 10, 2008, is made and entered into by and between GANESH ENERGY, LLC, a Michigan limited liability company, and GAS PROCESSING & PIPELINE, LLC, a Wyoming limited liability company (collectively the "Seller"), and DCP MIDSTREAM PARTNERS, LP, a Delaware limited partnership ("Buyer").

Section 2.6Deliverables For Estimated Purchase Price Determination. At least five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Estimated Closing Statement") containing Seller's good faith estimate of the following, together with a reasonably detailed calculation of each such estimate and such supporting documentation and other data as is reasonably requested by Buyer to substantiate Seller's determination of such amount: (a) Estimated Closing Net Working Capital; (b) the LaSalle Loan Document payoff amount as of the expected Closing Date prepared by LaSalle Bank, including a per diem amount for interest and all other fees and expenses accrued each day under the LaSalle Loan Documents (the "LaSalle Loan Payoff Certificate"), and completed LaSalle Loan Lien Releases such that Buyer's Treasury Dept. personal can evaluate the adequacy and sufficiency of the final forms thereof that must be delivered pursuant to Section 2.4(g) above; and (c) the following items, any of which individually or collectively are referred to herein as "Estimated Purchase Price Adjustments": (i) the Past Due Receivables; (ii) the Uncollected Reallocation Fees; (iii) the Seller Transaction Costs; (iv) the Pre-Effective Date Employee Wage and Benefit Costs; (v) Seller's Property Tax Burden; (vi) the Gas Imbalance (consisting of whichever of the following applies: the Net Positive Gas Imbalance or the Net Negative Gas Imbalance; and (vii) the Karn Chromatograph Cost.