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            (v)  Enogex will procure and deliver to Seller a Parent Company
                 Guaranty from Enogex Inc., which shall provide a guaranty of
                 all obligations of Enogex under this Agreement, including but
                 not limited to post-closing accounting adjustments and
                 indemnifications. The Parent Company Guaranty will be in the
                 form set forth in Exhibit "E".

           (vi)  Seller and Buyers will execute and deliver any other documents
                 and instruments necessary to consummate the transactions
                 contemplated by this Agreement.

 6.4 Post-Closing Obligations.

      6.4.1 Recording Transfer Documents. Each Buyer, within thirty (30) days
after Closing, will record the Assignment, Assumption and Bill of Sale and all
other instruments that must be recorded to effectuate the transfer of the Assets
the Seller is transferring to such Buyer and assumption of Buyer's Assumed
obligation. All costs of recording and filing these documents will be the
responsibility of the Buyer acquiring the relevant Assets.

      6.4.2 Files and Records. No later than 60 days after Closing, Seller will
deliver to each Buyer (at a location designated by such Buyer) the originals or
legible copies of the Seller Plant Records relating to the Assets, other than
those Seller Plant Records located at the Plant Facilities, the Seller is
transferring to such Buyer. Thereafter, Seller will forward to the affected
Buyer any other correspondence, documents and other information Seller receives
relating to the Assets the Seller transfers to such Buyer. If Seller retains any
original Seller Plant Records, the Buyer of the relevant Assets will have the
right to review those original Seller Plant Records during normal business
hours. Seller will have the right to destroy any Seller Plant Records it retains
in accordance with its usual and customary records retention policies. Nothing
herein shall be deemed to require the Buyer to maintain or refrain from
disposing of any books and records transferred pursuant to this Agreement for
any period of time after the Closing Date. However, if Buyer desires to dispose
of any such books or records within five (5) years of the Closing Date, Buyer
agrees to give Seller notice of such intention and the opportunity to retain
such books and records, at Seller's expense.

      6.4.3 Further Assurances. Seller and Buyers agree to execute and deliver
from time to time such further instruments and do such other acts as may be
reasonably necessary to effectuate the purposes of this Agreement.

             ARTICLE 7.  INVENTORIES, REVENUES, EXPENSES AND TAXES

  7.1  Accounting for Hydrocarbons Inventories.  The Seller Inventories will be
gauged and

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