Membership Interest Purchase And Sale Agreement

EXHIBIT 10.1 MEMBERSHIP INTEREST
PURCHASE AND SALE AGREEMENT by and among the various parties listed herein
as " Sellers," Chief Midstream Holdings LLC
as the " Company," Chief Holdings LLC
as " Chief Holdings," Chief Resources LLC
as " Sellers' Representative," and Crosstex Energy Services, L.P.
as " Buyer" Dated May 1, 2006


TABLE OF CONTENTS Page ARTICLE I TERMS OF THE TRANSACTION 1 Section 1.1. Agreement to Purchase and Sell Interests 1 Section 1.2. Purchase Price 1 Section 1.3. Potential Adjustments to the Purchase Price 1 Section 1.4. Payment of the Adjusted Purchase Price 3 Section 1.5. Midstream Reorganization 3 ARTICLE II CLOSING 3 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLERS' REPRESENTATIVE 3 Section 3.1. Title to Interests 3 Section 3.2. Organization and Standing 4 Section 3.3. Authority 4 Section 3.4. Non-Contravention 4 Section 3.5. Approvals 4 Section 3.6. Pending Litigation 4 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5 Section 4.1. Organization 5 Section 4.2. Governing Documents 5 Section 4.3. Capital Structure 5 Section 4.4. Power and Authority 5 Section 4.5. Valid and Binding Agreement 6 Section 4.6. Non-Contravention 6 Section 4.7. Approvals 6 Section 4.8. Subsidiaries 6 Section 4.9. Financial Statements 7 Section 4.10. Undisclosed Liabilities 8 Section 4.11. Pending Litigation 8 Section 4.12. Compliance with Laws 8 Section 4.13. Taxes 9 Section 4.14. Contracts 10 Section 4.15. Gas Regulatory Matters 10 Section 4.16. Intentionally Omitted 11 Section 4.17. Gas Contracts 11 Section 4.18. Pipeline and Plant 11 Section 4.19. Gas Imbalances 11 Section 4.20. Environmental Matters 11 Section 4.21. Insurance 12 Section 4.22. Employee Related Matters 12 Section 4.23. Brokers 13

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Page Section 4.24. Regulatory Filings 13 Section 4.25. Intellectual Property 13 Section 4.26. Properties 13 ARTICLE V DISCLAIMER 14 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER 14 Section 6.1. Organization 14 Section 6.2. Power and Authority 15 Section 6.3. Valid and Binding Agreement 15 Section 6.4. Non-Contravention 15 Section 6.5. Approvals 15 Section 6.6. Proceedings 15 Section 6.7. Financing 16 Section 6.8. Investment Experience 16 Section 6.9. Restricted Securities 16 Section 6.10. Accredited Investor; Investment Intent 16 Section 6.11. Independent Evaluation 16 Section 6.12. Brokers 16 ARTICLE VII CONDUCT OF SELLERS AND THE COMPANY PENDING CLOSING 16 Section 7.1. Conduct and Preservation of Business 16 Section 7.2. Restrictions on Certain Actions 17 ARTICLE VIII ADDITIONAL AGREEMENTS OF THE PARTIES 19 Section 8.1. Access 19 Section 8.2. Confidentiality Agreement 19 Section 8.3. Reasonable Best Efforts 19 Section 8.4. Notice of Litigation 20 Section 8.5. Notification of Certain Matters 20 Section 8.6. Resignation of Officers and Directors 21 Section 8.7. Employee Matters 21 Section 8.8. Taxes 21 Section 8.9. Fees and Expenses 22 Section 8.10. Public Announcements 22 Section 8.11. Credit Facilities; Midstream Reorganization 23 Section 8.12. Books and Records 23 Section 8.13. Rights to Name 23 Section 8.14. Amendment to the Company' s Articles 24 Section 8.15. Excluded Assets 24 Section 8.16. HSR Filing 24 Section 8.17. Relationship Among Sellers 24 Section 8.18. Certain Consents by Sellers and Rees-Jones 25 Section 8.19. SEC Required Financial Statements 25 ARTICLE IX BUYER' S DUE DILIGENCE EXAMINATION 26 Section 9.1. Due Diligence Examination 26

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Page Section 9.2. Adjustments to Purchase Price 28 Section 9.3. Buyer Indemnification 29 ARTICLE X CONDITIONS TO OBLIGATIONS OF THE PARTIES 29 Section 10.1. Conditions to Obligations of Sellers and the Company 29 Section 10.2. Conditions to Obligations of Buyer 30 ARTICLE XI TERMINATION, AMENDMENT AND WAIVER 32 Section 11.1. Termination 32 Section 11.2. Effect of Termination 33 Section 11.3. Amendment 33 Section 11.4. Waiver 33 ARTICLE XII SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION 33 Section 12.1. Survival 33 Section 12.2. Indemnification by Sellers 34 Section 12.3. Indemnification by Sellers' Representative 34 Section 12.4. Indemnification by Buyer 34 Section 12.5. Indemnification Proceedings 35 Section 12.6. Exclusivity 35 Section 12.7. Limits on Indemnification; Tax Treatment 36 Section 12.8. Limited to Actual Damages 36 Section 12.9. Indemnification Despite Negligence 36 Section 12.10. Post-Closing Escrow 37 ARTICLE XIII MISCELLANEOUS 38 Section 13.1. Dispute Resolution 38 Section 13.2. Notices 40 Section 13.3. Entire Agreement 42 Section 13.4. Binding Effect; Assignment; No Third Party Benefit 42 Section 13.5. Severability 43 Section 13.6. GOVERNING LAW 43 Section 13.7. Further Assurances 43 Section 13.8. Counterparts 43 Section 13.9. Injunctive Relief 43 Section 13.10. Schedules 43 Section 13.11. Time of Essence 44 ARTICLE XIV DEFINITIONS AND REFERENCES 44 Section 14.1. Certain Defined Terms 44 Section 14.2. Certain Additional Defined Terms 49 Section 14.3. References and Construction 50

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SCHEDULES TO AGREEMENT Schedule 1 - List of SellersCompany Disclosure Schedules:a. 3.1 - Seller' s Interest
b. 4.6 - Non-contravention
c. 4.7 - Approvals
d. 4.8 - Subsidiaries
e. 4.9- Financial Statements
f. 4.11- Pending Litigation
g. 4.13 - Taxes
h. 4.14 - Company Contracts
i. 4.19 - Pipeline Gas Imbalances
j. 4.20 - Environmental Matters
k. 4.21 - Insurance
l. 4.22(a) - Employee Related Matters
m. 4.22(b) - Employee Related Matters (Severance Obligations)
n. 4.22(d) - Employee Related Matters (Plans)
o. 7.2(a) - Capital Improvements and Expenditures
p. 8.15 - Excluded Assets EXHIBITS TO AGREEMENT Exhibit 8.6 - Form of Release
Exhibit 9.1(c) - Allocated Values
Exhibit 9.1(d) - Calculation of Working Interest and Net Revenue Interest in Horizontal Wells
Exhibit 10.1(h) - Transition Services Agreement
Exhibit 10.2(f) - Form of Membership Assignment by Sellers
Exhibit 10.2(n) - Form of Non-Compete Agreements
Exhibit 14.1 - Gas Contracts

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MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated as of May 1, 2006, is made by and among the Persons listed in Schedule I attached hereto (individually called a " Seller" and collectively called " Sellers" ), Chief Midstream Holdings LLC, a Texas limited liability company (the " Company" or " Chief Midstream Holdings" ), Chief Holdings LLC, a Texas limited liability company (" Chief Holdings" ), Chief Resources LLC, a Texas limited liability company (" Sellers' Representative" ), and Crosstex Energy Services, L.P., a Delaware limited partnership (" Buyer" ). RECITALS: (A) Chief Holdings desires to execute this Agreement for the purposes of making certain representations and warranties regarding the Subsidiaries and certain covenants and agreements regarding the Midstream Reorganization. (B) Sellers are the owners of all of the membership interests of the Company (the " Interests" ). (C) Sellers desire to sell the Interests to Buyer, and Buyer desires to purchase the Interests from Sellers, on the terms and conditions set forth herein. (D) The Company desires to join in the execution of this Agreement for the purpose of evidencing its consent to the consummation of the foregoing transaction and for the purpose of making certain representations and warranties to, and covenants and agreements with, Buyer. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants and agreements contained herein, Sellers, the Company, Sellers' Representative and Buyer do hereby agree as follows: ARTICLE I
TERMS OF THE TRANSACTION Section 1.1. Agreement to Purchase and Sell Interests . Sellers agree to sell and Buyer agrees to purchase, for the consideration hereinafter set forth and subject to the terms and provisions herein, the Interests. Section 1.2. Purchase Price . In consideration of the sale of the Interests to Buyer, Buyer shall pay to Sellers an aggregate cash purchase price of $480,000,000 (the " Purchase Price" ). The Purchase Price as adjusted pursuant to Section 1.3 is herein called the " Adjusted Purchase Price" . Section 1.3. Potential Adjustments to the Purchase Price . (a) The Purchase Price shall be increased by the amount, if any, of revenues received by the Company (and, prior to the Midstream Reorganization, Chief Holdings) and the

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Subsidiaries on or after January 1, 2006 attributable to the Excluded Assets and which are not reflected in the 2005 Financial Statements. (b) The Purchase Price shall be decreased by the amounts listed below in this Section 1.3(b) : (i) an amount, if any, of expenses (other than general and administrative expenses), including capital expenditures, paid or incurred by Chief Holdings, the Company and the Subsidiaries on or after January 1, 2006 attributable to the Excluded Assets and which are not reflected in the 2005 Financial Statements, and an amount equal to $10,000 per month for each calendar month since December 31, 2005 and a prorated portion of such amount for the portion of any partial calendar month; (ii) the amount, if any, of the decrease to the Purchase Price as provided in Section 9.2 ; and (iii) the amount of the Subsidiaries' negative working capital as of December 31, 2005, if any, as determined in accordance with GAAP. (c) No later than 5 Business Days prior to the Closing Date, the Company shall prepare and submit to Buyer a statement setting forth, in reasonable detail, the Company' s computation of the adjustments to the Purchase Price described in Section 1.3(a) and Section 1.3(b) , as applicable. The Company shall furnish to Buyer, together with such computation, copies of back-up and other supporting information that reasonably supports such computation. If Buyer disputes the Company' s computation, it shall notify the Company within 2 Business Days of receipt of the Company' s statement and shall set forth, in reasonable detail, the reasons for such objections and Buyer' s computation of the above referenced adjustments to the Purchase Price. If Buyer fails to give notice of objection within such 2 Business Day period, then the Company, Sellers and Buyer shall be deemed to have accepted the Company' s statement. If Buyer does timely dispute the Company' s computation, Buyer and the Company shall endeavor in good faith to resolve any disputed matters prior to Closing. If Buyer and the Company are unable to so resolve any disputed matters prior to Closing, (i) at Closing, the Adjusted Purchase Price at Closing shall be based on the Company' s computation, (ii) the dispute resolution provisions of Section 13.1 shall be available post-Closing, and (iii) any disputed amounts shall be immediately placed in escrow in accordance with the terms of a mutually acceptable escrow agreement. (d) After the Closing (but in any event within 90 days of the Closing Date), Sellers' Representative and Buyer shall meet at a mutually agreeable time to review the calculation of the Adjusted Purchase Price made at Closing and determine in good faith whether any additional revisions to such amount are necessary. If, based on such review, Sellers' Representative and Buyer determine that the Adjusted Purchase Price was inaccurate (the amount, as so redetermined under this Section 1.3(d) , being called the " Post-Closing Adjusted Purchase Price" ) as reflected in a statement to be prepared by Sellers' Representative (" Final Settlement Statement" ) then, within three Business Days after such determination (i) Buyer shall tender to Sellers cash equal to the

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aggregate positive excess of the Post-Closing Adjusted Purchase Price over the Adjusted Purchase Price or (ii) each Seller shall, in proportion to such Seller' s pro rata share of the Adjusted Purchase Price received by it or him, tender to Buyer cash equal to the aggregate positive excess of the Adjusted Purchase Price over the Post-Closing Adjusted Purchase Price. If Buyer and Sellers' Representative are unable to resolve any dispute regarding any determination of the Post-Closing Adjusted Purchase Price, the dispute resolution provisions of Section 13.1 shall apply. The obligation of each Seller under this Section 1.3 shall be several in nature (and not joint or joint and several) and shall be based on such Seller' s pro rata share of the Adjusted Purchase Price received by it or him. Section 1.4. Payment of the Adjusted Purchase Price . The Adjusted Purchase Price shall be paid to Sellers as follows: (a) At the Closing, Buyer shall pay to Sellers' Representative, on behalf of Sellers, the Adjusted Purchase Price, less $18,250,000 (the " Escrow Deposit" ) in immediately available funds by confirmed wire transfer to a bank account or accounts designated by Sellers' Representative. (b) At the Closing, Buyer shall deposit the Escrow Deposit with the Escrow Agent in accordance with Section 12.10 by wire transfer of immediately available funds to an account designated by the Escrow Agent. Section 1.5. Midstream Reorganization . Prior to the date hereof, Sellers have formed Chief Midstream Holdings and prior to the Closing (i) Chief Holdings will assign all of the membership and partnership interests in the Subsidiaries to Sellers, and (iii) Sellers will contribute all of such membership and partnership interests in the Subsidiaries to Chief Midstream Holdings (the " Midstream Reorganization" ). ARTICLE II
CLOSING The closing of the transactions contemplated hereby (the " Closing" ) shall take place (i) at the offices of Thompson & Knight LLP, Dallas, Texas, at 10:00 a.m. (local Dallas, Texas time) on June 29, 2006, provided, that Chief Midstream Holdings may extend this date up to August 31, 2006 upon written notice to Buyer to the extent necessary to comply with Section 8.19 , or (ii) at such other time or place or on such other date as the parties hereto shall agree. The date on which the Closing is required to take place is herein referred to as the " Closing Date." All Closing transactions shall be deemed to have occurred simultaneously. ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLERS' REPRESENTATIVE Each Seller and Sellers' Representative severally represents to Buyer that as of the date hereof and as of the Closing, only with respect to itself and not regarding any other Seller or (as to any Seller) Sellers' Representative, to Buyer: Section 3.1. Title to Interests . Such Seller is the record and beneficial owner of, and upon consummation of the transactions contemplated hereby Buyer will acquire good, valid, and marketable title to, Seller' s Interest (which interest is described in Section 3.1 of the Company Disclosure Schedule), free and clear of all Liens, other than (i) those that may arise by virtue of

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any actions taken by or on behalf of Buyer or its affiliates, (ii) restrictions on transfer that may be imposed by federal or state securities laws, (iii) restrictions on transfer that are cancelled as of the Closing or (iv) Liens to be released at Closing. Section 3.2. Organization and Standing . If such party is not a natural person, then such party is duly organized, validly existing and, if applicable, in good standing under the laws of the state or other jurisdiction of its formation. Section 3.3. Authority . Such party has all requisite power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such party and constitutes, and each other agreement, instrument, or document executed or to be executed by such party in connection with the transactions contemplated hereby has been, or when executed will be, duly executed and delivered by such party and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of such party, enforceable against such party in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and the application of general principles of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity). Section 3.4. Non-Contravention . Neither the execution, delivery, and performance by such party of this Agreement and each other agreement, instrument, or document executed or to be executed by such party in connection with the transactions contemplated hereby to which such party is a party nor the consummation by such party of the transactions contemplated hereby and thereby (i) do or will conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage or indenture, or any contract, agreement, or other instrument or obligation to which such party is a party or by which such party or any of such party' s properties may be bound, or (ii) violate any Applicable Law binding upon such party. Section 3.5. Approvals . Except in connection with the HSR Act or as provided in Section 8.19 , no consent, approval, order, or authorization of, or declaration, filing, or registration with, any Governmental Entity or of any third party is required to be obtained or made by such party in connection with the execution, delivery, or performance by such party of this Agreement, each other agreement, instrument, or document executed or to be executed by such party in connection with the transactions contemplated hereby to which such party is a party or the consummation by such party of the transactions contemplated hereby and thereby. Section 3.6. Pending Litigation . There are no Proceedings pending or, to such party' s Knowledge, threatened, in which such party is or may be a party affecting the execution and delivery of this Agreement by such party or the consummation of the transactions contemplated hereby by such party.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as provided in the Company Disclosure Schedule, the Company hereby represents and warrants to Buyer that as of the date hereof and as of the Closing (provided, however, that for purposes of this Article IV , until the completion of the Midstream Reorganization, references to the Company shall also include Chief Holdings): Section 4.1. Organization . The Company is duly organized, validly existing and in good standing under the laws of the State of Texas and has all requisite limited liability company power and authority to carry on its business as now being conducted. The Company is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary. No Proceedings to dissolve the Company are pending or, to the Knowledge of the Company, threatened. Section 4.2. Governing Documents . The Company has made available to Buyer accurate and complete copies of (i) the Governing Documents of the Company and each of the Subsidiaries, as amended through the date hereof, and (ii) the minutes of all meetings of the respective board of managers (or other similar governing body) of the Company and the Subsidiaries, any committees of such boards or other bodies, and the members, shareholders or other equity holders of the Company and the Subsidiaries (and all consents in lieu of such meetings). Such Governing Documents, minutes, and consents accurately reflect the equity ownership of the Company and the Subsidiaries and all actions taken by the board of managers, other governing body, committees, and equity owners. Section 4.3. Capital Structure . No membership interests or other equity of the Company are subject to, nor have any been issued in violation of, preemptive or similar rights. Except for the Interests and the rights created by this Agreement or in connection with the Credit Facilities or the VPP, there are outstanding or in existence (i) no membership interests or other equity or debt securities of the Company, (ii) no securities of the Company convertible into or exchangeable for membership interests or other voting securities of the Company, (iii) no options or other rights to acquire from the Company, and no obligation of the Company to issue or sell, any membership interests or other voting securities of the Company or any securities of the Company convertible into or exchangeable for such membership interests or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings, or other similar rights of or with respect to the Company. Except as reflected in the Financial Statements, there are no outstanding obligations of the Company to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests, or rights. Section 4.4. Power and Authority . The Company has all requisite limited liability company power and authority to execute, deliver, and perform this Agreement and each other agreement, instrument, or document executed or to be executed by the Company in connection with the transactions contemplated hereby to which it is a party and to consummate the transactions contemplated hereby and thereby. The Company has all requisite limited liability company power and authority to conduct its business generally in the manner that it is currently being conducted. The execution, delivery, and performance by the Company of this Agreement and each other agreement, instrument, or document executed or to be executed by the Company

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in connection with the transactions contemplated hereby to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action of the Company. Section 4.5. Valid and Binding Agreement . This Agreement has been duly executed and delivered by the Company and constitutes, and each other agreement, instrument, or document executed or to be executed by the Company in connection with the transactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by the Company, and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of the Company, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and the application of general principles of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity). Section 4.6. Non-Contravention . Except as set forth in Section 4.6 of the Company Disclosure Schedule or as customarily obtained following Closing, neither the execution, delivery, and performance by the Company or Sellers of this Agreement and each other agreement, instrument, or document executed or to be executed by the Company or any Seller in connection with the transactions contemplated hereby to which any of them is a party nor the consummation by any of them of the transactions contemplated hereby and thereby do and will (i) conflict with or result in a violation of any provision of the Company' s Governing Documents, (ii) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a material default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage or indenture, or any contract, agreement, or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company, any Subsidiary or any of the Company' s or any Subsidiary' s Midstream Assets may be bound, (iii) result in the creation or imposition of any Lien on any of the Midstream Assets, or (iv) result in a material violation of any Applicable Law binding upon the Company or any of the Subsidiaries. Section 4.7. Approvals . Except as set forth in Section 4.7 of the Company Disclosure Schedule or as customarily obtained following Closing, no material consent, waiver, notice, preferential right to purchase waiver, approval, order, or authorization of, or declaration, filing, or registration with, any Governmental Entity or of any third party is required to be obtained or made by the Company or any Subsidiary in connection with the execution, delivery, or performance by the Company of this Agreement, each other agreement, instrument, or document executed or to be executed by the Company or any Subsidiary in connection with the transactions contemplated hereby to which they are a party or the consummation by them of the transactions contemplated hereby and thereby. Section 4.8. Subsidiaries . (a) Other than any Excluded Assets, the Company does not own, directly or indirectly, any capital stock of, or other equity interest in, any corporation or have any direct or indirect equity or ownership interest in any other Person, other than, from and after the date of the Midstream Reorganization, the Subsidiaries, but excluding the Upstream Subsidiaries.

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Section 4.8 of the Company Disclosure Schedule lists each Subsidiary, the jurisdiction of formation of each Subsidiary, and the outstanding equity interests of each Subsidiary. Each Subsidiary is duly formed, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or formation. Each Subsidiary is duly qualified or licensed to do business as a foreign entity and is in good standing in each of the jurisdictions in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary. Each Subsidiary has all requisite power and authority to carry on its business as now being conducted. No Proceedings to dissolve any Subsidiary are pending, or to the Knowledge of the Company, threatened. (b) All the outstanding equity interests of each Subsidiary are, as of the date hereof, owned directly or indirectly by Chief Holdings and from and after the Midstream Reorganization will be owned directly or indirectly by the Company, free and clear of all Liens. No equity interests of any Subsidiary are subject to, nor have any been issued in violation of, preemptive or similar rights. (c) Except as set forth in Section 4.8 of the Company Disclosure Schedule, there are outstanding (i) no shares of capital stock or other voting securities of any Subsidiary, (ii) no securities of Chief Midstream Holdings or any Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities of Chief Midstream Holdings or any Subsidiary, (iii) no options or other rights to acquire from the Company or any Subsidiary, and no obligation of Chief Midstream Holdings or any Subsidiary to issue or sell, any shares of capital stock or other voting securities of Chief Midstream Holdings or any Subsidiary or any securities convertible into or exchangeable for such capital stock or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings, or other similar rights of or with respect to Chief Midstream Holdings or any Subsidiary. There are no outstanding obligations of the Company or any Subsidiary to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests, or rights. Section 4.9. Financial Statements . (a) Section 4.9 of the Company Disclosure Schedule sets forth accurate and complete copies of (i) Chief Holdings' audited consolidated balance sheet as of December 31, 2005 and the related audited statements of income, members' equity and cash flows for the year then ended, and the notes and schedules thereto, together with the unqualified report thereon of KBA Group LLP, independent certified public accountants (the " 2005 Financial Statements" ), (ii) Chief Holdings' unaudited consolidated balance sheet as of March 31, 2006 and the related statements of income, members' equity and cash flows for the period then ended (the " Interim Financial Statements," and together with the 2005 Financial Statements, the " Financial Statements" ). The Financial Statements (x) have been prepared from the books and records of the Company and its consolidated Subsidiaries in accordance with GAAP appli ...