Stock Purchase Agreement 9/21/05

EXHIBIT 2.1



STOCK PURCHASE AGREEMENT



by and between



ENOGEX INC.



and



ATLAS PIPELINE PARTNERS, L.P.



Dated as of September 21, 2005





TABLE OF CONTENTS



Page
ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1
1.1 Definitions 1
1.2 Rules of Construction 9
ARTICLE II PURCHASE AND SALE; CLOSING 10
2.1 Purchase and Sale of Shares 10
2.2 Consideration 10
2.3 Purchase Price Adjustment 10
2.4 Final Purchase Price 11
2.5 The Closing 12
ARTICLE III REPRESENTATIONS AND WARRANTIES RELATING TO SELLER 12
3.1 Organization of Seller 12
3.2 Authorization; Enforceability 12
3.3 No Conflict; Consents 12
3.4 Ownership of Shares 13
3.5 Litigation 13
3.6 Brokers' Fees 13
ARTICLE IV REPRESENTATIONS AND WARRANTIES RELATED TO EAPC 13
4.1 Organization of EAPC 13
4.2 No Conflict; Consents 14
4.3 Capitalization 14
4.4 Ownership of Partnership Interests 15
4.5 Litigation 15
4.6 EAPC Financial Statements 15
4.7 EAPC Taxes 16
4.8 No Other Business 16
ARTICLE V REPRESENTATIONS AND WARRANTIES RELATING TO NOARK 16
5.1 Organization of NOARK 16
5.2 No Conflict; Consents 16
5.3 NOARK Subsidiaries 17



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TABLE OF CONTENTS

(continued)

Page
5.4 NOARK Financial Statements 17
5.5 No Undisclosed Liabilities 17
5.6 Absence of Certain Changes 18
5.7 Contracts 18
5.8 Intellectual Property 19
5.9 Litigation 20
5.10 Employee Benefit Plans 20
5.11 NOARK Taxes 21
5.12 Environmental Matters 22
5.13 Compliance with Laws; Permits 22
5.14 No FERC Proceedings 23
5.15 Insurance 23
5.16 Labor Relations 23
5.17 Throughput Data and Information 24
5.18 Title to Assets; Sufficiency 24
ARTICLE VI REPRESENTATIONS AND WARRANTIES RELATING TO BUYER 24
6.1 Organization of Buyer 25
6.2 Authorization; Enforceability 25
6.3 No Conflict; Consents 25
6.4 Litigation 25
6.5 Brokers' Fees 25
6.6 Financial Ability 25
6.7 Securities Law Compliance 26
ARTICLE VII COVENANTS 26
7.1 Conduct of Business 26
7.2 Access 27
7.3 Third Party Approvals 30
7.4 Regulatory Filings 30
7.5 Employee and Benefit Matters 30



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TABLE OF CONTENTS

(continued)

Page
7.6 Seller Marks 33
7.7 Books and Records; Access 33
7.8 Notifications and Permits; FERC Order 2004; Shared Frequencies 33
7.9 Director and Officer Indemnification 34
7.10 Company Guaranties 34
7.11 Conversion into Single-Member Limited Liability Company 35
7.12 Redemption of NOARK Notes 35
7.13 Seller Interconnection Points 36
ARTICLE VIII TAX MATTERS 36
8.1 Responsibility for Filing Tax Returns and Paying Taxes 36
8.2 Responsibility for Tax Audits and Contests 36
8.3 Tax Sharing Agreements 37
8.4 Tax Refunds 37
8.5 Transfer Taxes 37
8.6 Disputes over Tax Provisions 37
8.7 Indemnification for Consolidated Group Tax Liability 37
8.8 Section 754 Election 37
ARTICLE IX CONDITIONS TO CLOSING 37
9.1 Conditions to Obligations of Buyer 37
9.2 Conditions to the Obligations of Seller 38
ARTICLE X INDEMNIFICATION 39
10.1 Survival 39
10.2 Indemnification 40
10.3 Procedures 41
10.4 Waiver of Other Representations 43
10.5 Exclusive Remedy and Release 43
ARTICLE XI TERMINATION 43
11.1 Termination 43
11.2 Effect of Termination 44
ARTICLE XII MISCELLANEOUS 44



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TABLE OF CONTENTS

(continued)

Page
12.1 Notices 44
12.2 Assignment 45
12.3 Rights of Third Parties 45
12.4 Expenses 46
12.5 Counterparts 46
12.6 Entire Agreement 46
12.7 Disclosure Schedule 46
12.8 Acknowledgment by Buyer 46
12.9 Amendments 46
12.10 Publicity 46
12.11 Severability 47
12.12 Governing Law; Jurisdiction 47






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LIST OF EXHIBITS



Exhibit A Form of Transition Services Agreement




LIST OF SCHEDULES



Schedule 1.1 (a) Knowledge
Schedule 1.1 (b) Liens
Schedule 4.6 EAPC Financial Statements
Schedule 4.7 EAPC Taxes
Schedule 4.8 No Other Business
Schedule 5.2 Conflict; Consents
Schedule 5.3 Jurisdictions Licensed or Qualified
Schedule 5.4 NOARK Financial Statements
Schedule 5.5 Undisclosed Liabilities
Schedule 5.6 Absence of Certain Changes
Schedule 5.7 Material Contracts
Schedule 5.7 (c) Enforceability of Material Contracts
Schedule 5.9 Litigation
Schedule 5.10 (a) Plans
Schedule 5.10 (b) Description of Plans
Schedule 5.11 Taxes
Schedule 5.12 Environmental Matters
Schedule 5.13 (b) FCC Licenses
Schedule 5.14 FERC Proceedings
Schedule 5.15 Insurance
Schedule 5.16 Labor Relations
Schedule 5.17 Throughput Data and Information






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TABLE OF CONTENTS

(continued)

Page
Schedule 5.18 Title to Assets; Sufficiency
Schedule 6.3 No Conflict; Consents
Schedule 6.6 Financing Commitment
Schedule 7.5 (a) Eligible Employees
Schedule 7.5 (h) Severance Benefits






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STOCK PURCHASE AGREEMENT



THIS STOCK PURCHASE AGREEMENT, dated as of September 21, 2005 (this " Agreement "), is entered into by and between Enogex Inc., an Oklahoma corporation (" Seller "), and Atlas Pipeline Partners, L.P., a Delaware limited partnership (" Buyer ?).



RECITALS



WHEREAS, Enogex Arkansas Pipeline Corporation, an Oklahoma corporation (" EAPC "), owns a 74% general partner interest and a 1% limited partner interest of NOARK Pipeline System, Limited Partnership, an Arkansas limited partnership (" NOARK ");



WHEREAS, NOARK owns and operates (a) a FERC-regulated interstate natural gas transmission pipeline system extending from southeast Oklahoma through Arkansas to southeast Missouri known as Ozark Gas Transmission, L.L.C. and (b) various natural gas gathering systems that are not subject to FERC regulation, as well as associated equipment and systems;



WHEREAS, Seller owns all of the issued and outstanding common stock, par value $1.00 per share (the " Shares ") of EAPC; and



WHEREAS, on the terms and subject to the conditions set forth herein, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Shares.



NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:



ARTICLE I



DEFINITIONS AND RULES OF CONSTRUCTION



1.1 Definitions . As used herein, the following terms shall have the following meanings:



" Accountants " has the meaning provided such term in Section 2.3(b)(iv) .



" Affiliate " means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such specified Person through one or more intermediaries or otherwise. For the purposes of this definition, "control" means, where 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.



" Aggregate Redemption Funding Amount " shall mean the sum of (i) the Redemption Price (as defined in the NOARK Indenture) plus (ii) any unpaid interest on the Seller Portion of the NOARK Notes accrued to the Designated Redemption Date.





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" Agreed Rate " means (a) the annual rate of interest published by The Wall Street Journal as one-month LIBOR on the Business Day that interest begins to accrue under Section 2.4 plus (b) 250 basis points per annum, such rate to change each month on the monthly anniversary of such Business Day based on the quotation of one month LIBOR in The Wall Street Journal on the latest day on or prior to such anniversary that The Wall Street Journal is published.



" Agreement " has the meaning provided such term in the preamble to this Agreement.



" Balance Sheet Date " means July 31, 2005.



" Base Purchase Price " has the meaning provided such term in Section 2.2 .



" Business Day " means any day that is not a Saturday, Sunday or legal holiday in the States of Oklahoma and New York and that is not otherwise a federal holiday in the United States.



" Buyer " has the meaning provided such term in the preamble to this Agreement.



" Buyer Indemnified Parties " has the meaning provided such term in Section 10.2(b) .



" CERCLA " means the Federal Comprehensive Environmental Response Compensation and Liability Act, as amended, 42 U.S.C. a7 9601 et seq.



" Claim Notice " has the meaning provided such term in Section 10.3(a) .



" Closing " has the meaning provided such term in Section 2.5 .



" Closing Date " has the meaning provided such term in Section 2.5 .



" Closing Net Working Capital " has the meaning provided such term in Section 2.3(b)(i) .



" Closing Payment " has the meaning provided in such term in Section 2.3(a) .



" Closing Statement " has the meaning provided such term in Section 2.3(b) .



" Code " means the Internal Revenue Code of 1986, as amended.



" Company Guaranties " means those guaranties, letters of credit, bonds, sureties and other forms of credit support or assurances provided by Seller or its Affiliates (other than any member of the NOARK Group) in support of obligations of NOARK or any NOARK Subsidiary.



" Company Securities " has the meaning provided such term in Section 4.3(b) .



" Confidentiality Agreement " means that certain confidentiality agreement, dated as of June 14, 2005, between Buyer and Seller.



" Constituents of Concern " any substance defined as a hazardous substance, hazardous waste, hazardous material, pollutant or contaminant by any Environmental Law, any petroleumhydrocarbon and any degradation product of a petroleum hydrocarbon, friable asbestos, or PCBs, the handling, storage, treatment or exposure of or to which is subject to regulation under any Environmental Law.





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" Continuing Employee " has the meaning provided such term in Section 7.5(b) .



" Contract " means any legally binding agreement, commitment, lease, license or contract, but excluding Plans.



" Delivering Party " has the meaning provided such term in Section 2.3(b)(i) .



" Designated Redemption Date " has the meaning provided such term in Section 7.12 .



" Direct Claim " has the meaning provided such term in Section 10.3(d) .



" Disclosure Schedule " means the schedules attached hereto.



" Dispute Notice " has the meaning provided such term in Section 8.1 .



" Dollars " and " $ " mean the lawful currency of the United States.



" EAPC " has the meaning provided such term in the recitals of this Agreement.



" EAPC Financial Statements " has the meaning provided such term in Section 4.6 .



" Easements " has the meaning provided such term in Section 5.18(b) .



" Eligible Employees " has the meaning provided such term in Section 7.5(a) .



" Environmental Law " means all applicable Laws and Environmental Permits of any Governmental Authority relating to the protection of health or the environment, including: (a) all requirements pertaining to liability for reporting, management, licensing, permitting, investigation, and remediation of emissions, discharges, releases, or threatened releases of a Constituent of Concern; and (b) all other limitations, restrictions, conditions, standards, prohibitions, obligations, and timetables contained therein or in any notice or demand letter issued, entered, promulgated or approved thereunder. The term " Environmental Law " includes, without limitation, CERCLA, the Federal Water Pollution Control Act (which includes the Federal Clean Water Act), the Federal Clean Air Act, the Federal Solid Waste Disposal Act (which includes the Resource Conservation and Recovery Act), the Federal Toxic Substances Control Act, and the Federal Insecticide, Fungicide and Rodenticide Act, each as amended from time to time, any regulations promulgated pursuant thereto, and any state or local counterparts.



" Environmental Permits " all permits, licenses, registrations, authorizations, certificates and approvals of Governmental Authorities relating to or required by Environmental Laws and necessary for or held in connection with the conduct of the business.



" Existing Interconnect " means any pipeline interconnect existing on the date hereof that connects a NOARK System with a Seller System.





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" ERISA " means the Employee Retirement Income Security Act of 1974, as amended.



" FERC " means the United States Federal Energy Regulatory Commission.



" Financing Commitment " has the meaning provided such term in Section 6.6 .



" GAAP " means generally accepted accounting principles of the United States, consistently applied.



" Governmental Authority " means any federal, state, municipal, local or similar governmental authority, regulatory or administrative agency, court or arbitral body.



" Hire Date " has the meaning provided such term in Section 7.5(a) .



" HSR Act " means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.



" Indebtedness for Borrowed Money " means all obligations to any Person for borrowed money, including (a) any obligation to reimburse any bank or other Person in respect of amounts paid or payable under a standby letter of credit or (b) any guaranty with respect to indebtedness for borrowed money of another Person.



" Indemnified Party " has the meaning provided such term in Section 10.3(a) .



" Indemnifying Party " has the meaning provided such term in Section 10.3(a) .



" Intellectual Property " means intellectual property rights, statutory or common law, worldwide, including (a) trademarks, service marks, trade dress, slogans, logos and all goodwill associated therewith, and any applications or registrations for any of the foregoing; (b) copyrights and any applications or registrations for any of the foregoing; and (c) patents, all confidential know-how, trade secrets and similar proprietary rights in confidential inventions, discoveries, improvements, processes, techniques, devices, methods, patterns, formulae, specifications, and lists of suppliers, vendors, customers, and distributors.



" IRS " means Internal Revenue Service of the United States.



" Knowledge " as to Seller means the actual knowledge of those persons listed on Schedule 1.1(a) .



" Law " means any applicable statute, writ, law, common law, rule, regulation, ordinance, order, judgment, injunction, award, determination or decree of a Governmental Authority, or any requirement under the common law, in each case as in effect on and as interpreted on the date of this Agreement or on and as of the Closing Date, as applicable, unless the context otherwise clearly requires a different date, in which case on and as of such date.



" Lien(s) " means any charges, pledges, options, mortgages, deeds of trust, hypothecations, encumbrances or security interests.





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" Losses " has the meaning provided such term in Section 10.2 .



" Management Committee " means the committee that manages NOARK pursuant to the Partnership Agreement and as further defined therein.



" Material Adverse Effect " means, with respect to any Person, any circumstance, change or effect that (a) is materially adverse to the business, operations (including results of operation), assets, liabilities or financial condition of such Person and its Subsidiaries, taken as a whole, or (b) that materially impedes the ability of such Person or any of its Affiliates to complete the transactions contemplated herein, but in respect of NOARK and the NOARK Subsidiaries shall exclude for purposes of clause (a) above any circumstance, change or effect resulting or arising from: (i) any change in general economic conditions in the industries or markets in which NOARK or any of the NOARK Subsidiaries operates; (ii) seasonal reductions in revenues and/or earnings of NOARK or any of the NOARK Subsidiaries in the ordinary course of its business and consistent with past performance; (iii) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack; (iv) changes in Law, GAAP, RAP or the interpretation thereof; (v) subject to the final sentence of each of Sections 3.3 , 4.2 and 5.2 , the entry into or announcement of this Agreement or actions contemplated by this Agreement or the consummation of the transactions contemplated hereby; (vi) matters that will be reflected in the determination of the Net Working Capital as of the Closing Date; or (vii) the loss of any employee of EAPC, NOARK or any Eligible Employee.



" Material Contracts " has the meaning provided such term in Section 5.7(a) .



" Net Working Capital " means, as of any given date, an amount (which may be positive or negative) equal to 75% of the total current assets of NOARK and the NOARK Subsidiaries as of such date minus the sum of 75% of the total current liabilities of NOARK and the NOARK Subsidiaries as of such date (excluding short-term debt identified on the NOARK Financial Statements and excluding accrued interest with respect to the NOARK Notes), in each case determined in accordance with RAP and without giving effect to the transactions contemplated hereby. Notwithstanding any provision in this Agreement to the contrary, and as illustrated on Schedule 2.2 , for purposes of calculating Net Working Capital as of any given date, the cash component included in current assets will be the actual EAPC cash allocation amount as detailed on the monthly "NOARK Pipeline System, LP Recap of Cash Balances Schedule" as of such date.



" NOARK " has the meaning provided such term in the recitals to this Agreement.



" NOARK Financial Statements " has the meaning provided such term in Section 5.4 .



" NOARK Group " means, collectively, EAPC, NOARK and the NOARK Subsidiaries.



" NOARK Group Documents " means, collectively, all data room materials and all books and records of the NOARK Group that relate to the business or operations of EAPC or NOARK on or before the Closing Date.





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" NOARK Indenture " means the Indenture, dated as of June 1, 1998, between NOARK Pipeline Finance L.L.C. and UMB Bank, N.A., successor trustee to The Bank of New York (the " Trustee ").



" NOARK Notes " means the notes in an original aggregate principal amount of $80,000,000 authenticated, issued and delivered pursuant to the NOARK Indenture.



" NOARK Permits " has the meaning provided such term in Section 5.13(b) .



" NOARK Subsidiaries " means, collectively, NOARK Pipeline Finance, L.L.C., an Oklahoma limited liability company, Ozark Gas Transmission, L.L.C., an Oklahoma limited liability company, Ozark Gas Gathering, L.L.C., an Oklahoma limited liability company, and NOARK Energy Services, L.L.C., an Oklahoma limited liability company.



" NOARK System " means any pipeline system owned by any member of the NOARK Group on the date hereof.



" NOARK Workforce " has the meaning provided such term in Section 5.16 .



" Objection Notice " has the meaning provided such term in Section 2.3(b)(iii) .



" Organizational Documents " means any charter, certificate of incorporation, articles of association, partnership agreements, limited liability company agreements, bylaws, operating agreement or similar formation or governing documents and instruments.



" Parties " means Seller and Buyer.



" Partnership Agreement " means the Amended and Restated Agreement of Limited Partnership of NOARK Pipeline System, Limited Partnership, dated as of January 12, 1998, as amended.



" Partnership Interests " has the meaning provided such term in Section 4.4 .



" Permits " means authorizations, licenses, permits, franchises, grants, variances, exemptions, consents, approvals, orders or certificates issued by Governmental Authorities; provided , right-of-way agreements and similar approvals are not included in the definition of Permits.



" Permitted Liens " means (a) Liens for Taxes not yet delinquent or being contested in good faith by appropriate proceedings and for which appropriate reserves have been established, (b) statutory Liens (including materialmen's, warehousemen's, mechanic's, 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 and for which appropriate reserves have been established, (c) the rights of lessors and lessees under leases, and the rights of third parties under any agreement, executed in the ordinary course of business and listed on Schedule 1.1(b) , (d) the rights of licensors and licensees under licenses executed in the ordinary course of business, (e) restrictive covenants, easements and defects, imperfections or irregularities of title, if any, as would not reasonably be expected to materially and adverse affect the use or operation of the assets affected thereby, (f) purchase money Liens and Liens securing rental payments under capital lease arrangements listed on Schedule 1.1(b) , (g) preferential purchase rights and other similar arrangements listed on Schedule 1.1(b) 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, (h) restrictions on transfer listed on Schedule 1.1(b) with respect to which consents or waivers are obtained for this transaction, (i) any Liens created pursuant to operating or similar agreements, (j) Liens entered into in the ordinary course of business that do not secure the payment of Indebtedness for Borrowed Money and that do not materially and adversely affect the ability of NOARK to conduct its business, (k) Liens referenced in any agreements listed on Schedule 1.1(b) , (l) Liens referenced in the Disclosure Schedules, (m) Liens contained in the Organizational Documents of NOARK, (n) Liens listed on Schedule 1.1(b) and (o) Liens created by Buyer, or its successors or assigns.





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" Person " means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.



" Plans " has the meaning provided such term in Section 5.10(a) .



" Post-Closing Tax Period " means any Tax period (or a portion thereof) that is not a Pre-Closing Tax Period.



" Pre-Closing Tax Period " means any Tax period (or a portion thereof) ending on or before the Closing Date.



" Purchase Price " has the meaning provided such term in Section 2.2 .



" RAP " means the regulatory accounting principles set forth in the Uniform System of Accounts prescribed by the FERC.



" Reasonable Efforts " means efforts in accordance with reasonable commercial practice and without the incurrence of material expense.



" Receiving Party " has the meaning provided such term in Section 2.3(b)(i) .



" Representatives " means a Person's directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and any representatives of those advisors).



" Required Contract " has the meaning provided such term in Section 7.1(b)(xi) .



" Restricted Information " has the meaning provided such term in Section 7.2(c) .



" Retention Period " has the meaning provided such term in Section 7.7(b) .



" Seller " has the meaning provided such term in the preamble to this Agreement.





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