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However, the indemnified party shall have the right to participate with the
indemnifying party in the defense of any such Claim at its own expense.

     8.4.6 Limitations. Each representation, warranty, covenant and agreement of
indemnity contained in this Agreement shall survive the Closing for the relevant
time period set forth in Section 8.2 or Section 8.3 to which such
representation, warranty, covenant, or indemnity relates and the delivery of
instruments of conveyance by the parties hereto shall not be deemed to have been
superseded by the terms and conditions of the instruments delivered at the
Closing.

     8.4.7 Limitation of Seller's Liability.

           (i)   Notwithstanding anything to the contrary contained in this
                 Agreement, after the Closing, the aggregate liability of the
                 Seller to Enogex for any Claim, individually or in the
                 aggregate with all other Claims of Enogex covered by this
                 Agreement, for which indemnification is required by Seller
                 pursuant to Section 8.4.3, shall be limited to one million
                 dollars ($1,000,000). Enogex agrees to hold Seller harmless for
                 any Claims greater than such amount.

          (ii)   Notwithstanding anything to the contrary contained in this
                 Agreement, after the Closing, the aggregate liability of the
                 Seller to Conoco for any Claim, individually or in the
                 aggregate with all other Claims of Conoco covered by this
                 Agreement, for which indemnification is required by Seller
                 pursuant to Section 8.4.3, shall be limited to an aggregate of
                 six million dollars ($6,000,000) which shall be apportioned as
                 follows: (i) two million dollars ($2,000,000) for all Claims up
                 to an aggregate of $2,000,000 so that Seller's liability shall
                 be for 100% of such Claims (subject to Section 8.4.7(iii)
                 hereof), and (ii) after the utilization of such $2,000,000
                 amount set forth in the preceding clause (i), four million
                 dollars ($4,000,000) so that for all Claims greater than
                 $2,000,000 in the aggregate, and less than seven million, three
                 hundred and thirty-three thousand and three hundred and thirty
                 three dollars ($7,333,333) in the aggregate, Seller's liability
                 shall be for 75% of such Claims. In no event shall Seller have
                 any liability to Conoco for any Claims in the aggregate greater
                 than $7,333,333 or which would cause Seller to provide
                 indemnification to Conoco in the aggregate for greater than
                 $6,000,000. Conoco agrees to hold Seller harmless for Claims
                 greater than such amount.

           (iii) Each Buyer is entitled to indemnification pursuant to this
                 Agreement only to the extent that the amount of any Claim,
                 individually or in the aggregate with all other Claims of such
                 Buyer covered by this Agreement

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