PURCHASE AND SALE AGREEMENT

Exhibit 2.4

PURCHASE AND SALE AGREEMENT
Scipio Gathering System
Wildhorse Gathering System
Brooken Gathering System
Ashland Gathering System
Pittsburg and Haskell Counties, Oklahoma

      This Purchase and Sale Agreement (this “Agreement”) dated as of the 7th day of April, 2005, executed by Golden Gas Service Company , an Oklahoma corporation (“Seller”), and PetroQuest Energy, L.L.C., a Louisiana limited liability company (the “Buyer”).

     In consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

ARTICLE I
DEFINED TERMS

     1.1 Defined Terms. Unless the context otherwise requires, the following terms used in this Agreement shall have the meanings assigned to them in this Section 1.1 :

          “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

          “ Assets ” means the Gathering Systems, including, the Facilities and Equipment, the Real Property, the Easements, the Contracts and the Records.

          “ Code ” means the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder by the Treasury Department of the United States.

          “ Contracts ” means (a) all contracts and agreements pertaining to the purchase or sale of natural gas and the gathering, transportation, transmission, processing or exchange of natural gas; and (b) all other agreements and contracts (including, without limitation, compressor and equipment leases and service contracts) relating to the ownership, operation, repair, use or maintenance of the Assets; including, without limitation, the agreements and contracts listed in Schedule 3.1 (k) attached hereto.

          “ Defect Date ” shall mean 5:00 p.m., Central Standard Time on the fifth (5 ^th ) calendar day prior to the Closing Date.

          “ Defects ” shall collectively refer to Title Defects and Environmental Defects asserted by Buyer pursuant to this Agreement.

          “ Defect Threshold ” shall mean, for the Assets taken as a whole, Defects asserted by Buyer that adversely affect Seller and/or the Assets by an amount equal to or in excess of $50,000.

          “ Easements ” mean all easements, rights-of-way, servitudes, rights of egress and ingress and other similar rights related to the use or enjoyment of the Assets (the “ Easements ”)

          “ Effective Date ” shall mean 12:01 a.m. on January 1, 2005.

          “ Environmental Defect ” shall mean that, with respect to the Asset in question, (i) any hazardous substances (as defined in 42 U.S.C.A. 9601(14) or 42 U.S.C.A. 69021(B)(2)) are present, stored or located on or in conjunction with an Asset in violation of Environmental Laws; or (ii) any Asset is in noncompliance with Environmental Laws, to the extent that any of the foregoing arise out of or pertain to operations conducted on, or ownership of, the Assets prior to the Closing Date.

          “ Facilities and Equipment ” means all items of personal property, fixtures and equipment which are used in connection with the ownership, operation, repair, use or maintenance of the Gathering Systems whether located on or under the Real Property or elsewhere, including, but not limited to all pipe, pipe racks, pipe inventory, connections, fittings, meters and metering facilities, measuring equipment and devices, compressors, pumps, gauges, valves, laterals, mains, tanks, heaters, dehydration units, storage facilities, tools, supplies, buildings, spare parts, field offices and other personal property which is used in connection with the ownership, operation, maintenance or repair of the Gathering Systems, excluding those items specifically set forth on Exhibit C hereto.

          “ Gathering Systems ” shall mean those certain natural gas gathering systems, known as the (i) Scipio Gathering System, Township 7N, Range 13E. Pittsburg County, Oklahoma (ii) Wildhorse Gathering System, Township 6N, Range 13E. Pittsburg County, Oklahoma (iii) Brooken Gathering System, Township 9N, Range 19E. Haskell County, Oklahoma and (iv) Ashland Gathering System, Township 3N, Range 12E. Pittsburg County, Oklahoma which includes the pipelines and related compression, meters and other equipment and facilities associated with each such Gathering System, which are located within Pittsburg Haskell Counties, Oklahoma, together with all Contracts, leases, rights-of-way and Easements, Facilities and Equipment, permits and licenses, as more specifically depicted on the plats of the Gathering Systems attached as Exhibit A-1 , Exhibit A-2 , Exhibit A-3 , and Exhibit A-4 hereto.

          “ Governmental Entity ” means any court or tribunal in any jurisdiction (domestic or foreign) or any public, governmental, or regulatory body, agency, department, commission, board, bureau, or other authority or instrumentality (domestic or foreign).

          “ Interim Period ” means the time between the Effective Date and the Closing Date.

          “ Material Adverse Effect ” means, with respect to a Person, the occurrence of an event or the existence of a circumstance (other than general industry conditions, or matters of a general, economic, or political nature) that has a material adverse effect on such Person’s assets, business or financial condition, taken as a whole.

          “ Permitted Liens ” means any of the following: (a) any liens for taxes and assessments not yet delinquent; (b) mechanics, materialmans and similar liens incurred in the ordinary course of business for sums not yet payable; (c) zoning restrictions; (d) any Liens created by a document or instrument made available to Buyer; and (e) any easements, licenses or reservations, or any other defects or irregularities of title, that do not, individually or in the aggregate, have a Material Adverse Effect on the business of Seller as currently conducted.

          “ Person ” means any individual, corporation, partnership, joint venture, association, limited liability Seller, joint-stock Seller, trust, enterprise, unincorporated organization, or Governmental Entity.

          “ Real Property ” means all parcels of real property, fixtures, leases of real property, easements, rights-of-way, tenements, rights of egress and ingress and all other rights in real property related to the Plant, including without limitation those items listed in Schedule 3.1(e) and Schedule 3.1(f) attached hereto and made a part hereof for all purposes.

          “ Records ” means, collectively, (i) the Easements and rights-of-way files, title opinions respecting surface and Easements, maps, sales agreements, purchase agreements, supply agreements, gathering, compression and transportation agreements, exchange agreements, equipment and maintenance files, and all other agreements, documents and records attributable to the Gathering Systems, (ii) all maps, plats, specifications, surveys, engineering, inspection or similar reports or data and any other means all drawings, technical descriptions relating to the Gathering Systems, and (iii) copies of accounting records pertaining to the Gathering Systems.

          “ Title Defect ” means any title gap, lien, encumbrance, burden, encroachment, irregularity, defect in of objection to title in and to the Assets, or any protion thereof, excluding Permitted Liens, that alone or in combination with other defects renders Seller’s title less than good and marketable.

     1.3 Additional Definitions. The following terms are defined in the Section referenced below:

ARTICLE II
PURCHASE PRICE AND ALLOCATION

     2.1 Purchase Price . Seller shall sell and Buyer shall purchase, effective as of the Effective Date, for the sum of Five Million and No/l00 Dollars ($5,000,000), subject to adjustments as provided or contemplated herein (the “Base Purchase Price”) all of Seller’s right, title, interest and estate in and to the Assets, including the Facilities and Equipment, the Real Property, the Easements, the Contracts and the Records

     2.2 Adjustments to Base Purchase Price . The Base Purchase Price shall be subject to adjustment as follows:

     (a) Upward Adjustments . The Base Purchase Price shall be adjusted upward by the following:

     (i) The amount of all verifiable expenditures paid by Seller in connection with the operation of the Assets in accordance with this Agreement for work actually performed on or subsequent to the Effective Date;

     (ii) The amount of all capital expenditures made by Seller for the repair, maintenance or extension of the Assets, incurred on or after the Effective Date and consented to by Buyer;

     (iii) Any other amount agreed upon by Seller and Buyer in writing.

     (b) Downward Adjustments . The Base Purchase Price shall be adjusted downward by the following:

     (i) All revenues received by Seller attributable to the Assets and which are applicable to periods on and after the Effective Date;

     (ii) An amount equal to all unpaid ad valorem, property, and similar taxes and assessments (but not including income taxes) based upon or measured by the ownership of Assets and accruing to the Assets prior to the Effective Date;

     (iii) Any reductions for Defects, allocable to the Assets, as provided in Article V ;

     (iv) Any Casualty Losses allocable to the Assets as provided in Section 5.6 ;

     (vi) Any other amount agreed upon by Seller and Buyer in writing.

     2.3. Purchase Price Adjustment Statement . Seller shall submit a Closing statement (the “ Purchase Price Adjustment Statement ”) to Buyer not fewer than seven (7) business days prior to Closing, and shall afford Buyer access to any Records pertaining to the computations contained in the Purchase Price Adjustment Statement. At least two (2) full business days prior to Closing, Buyer shall deliver to Seller a written report containing such changes, if any, which Buyer proposes be made to the Purchase Price Adjustment Statement. Seller and Buyer shall each make every reasonable effort to agree prior to the Closing Date on a mutually agreed Purchase Price Adjustment Statement.

     2.4 Payment at Closing . After the Purchase Price Adjustment Statement has been agreed to by the parties, the Purchase Price due at Closing shall be tendered by Buyer to Seller, by wire transfer. Seller shall provide Buyer wire transfer instructions not later than three (3) days prior to the Closing Date.

     2.5 Final Settlement. As soon as practicable after the Closing Date, but in any event within 120 calendar days thereafter (the “ Final Settlement Period ”), Buyer shall prepare and submit to Seller a proposed statement (herein called the “ Final Statement ”), which shall show the final calculation of the Purchase Price (herein called the “ Final Settlement Price ”). As soon as possible after receipt of the Final Statement, but in any event within 15 calendar days after receipt thereof, Seller shall deliver to Buyer a written report containing the changes, if any, which Seller proposes being made to the Final Statement. In the event no response is made by Seller within such 15-day period, it shall be conclusively presumed that the selling parties concur with the Final Statement, and such Final Statement shall be the basis for the Final Settlement Price. In the event that Seller submits a response, the parties shall exercise all reasonable efforts to agree upon a mutually acceptable Final Settlement Price and the calculation of the amount, if any, due in connection therewith not later than 150 calendar days after the Closing (herein called the “ Final Settlement Date ”). After agreement upon a Final Settlement Price setting forth the amount by which the Base Purchase Price shall be adjusted (either upward or downward) has been reached, the amount due shall be paid within five (5) business days thereafter by the party owing the same by confirmed wire transfer to a bank account or accounts to be designated by the appropriate party. In the event Buyer and Seller are unable to agree with respect to the amounts due pursuant to this Section 2.5 before the Final Settlement Date, then either Seller or Buyer may refer the issues in dispute to the Grant Thornton, LLP, Tulsa, Oklahoma accounting firm (or such other recognized firm of public accountants as Seller and Buyer may mutually agree) and the resolution of such issues by such firm shall be final and binding on all parties. The costs of such public accountants shall be borne equally by the Seller and Buyer.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

     3.1 Representations and Warranties of Seller . Seller represents and warrants to Buyer and its subsidiaries or designees, if any, to whom the Assets are to be assigned at Closing, as follows.

     (a) Organization and Standing . Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is legally authorized to conduct business in each jurisdiction where it conducts business, and has all requisite power and authority to own and operate the Assets and to carry on its business as such business is currently conducted.

     (b) Authorization and Enforceability . Seller has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all the terms and conditions hereof to be performed by each of them. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws relating to or affecting the enforcement of creditors rights generally and general principles of equity.

     (c) No Conflict . This Agreement and the execution and delivery hereof by Seller do not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not:

     (d) No Default . Seller is not in default under, and no condition exists that with notice or lapse of time or both would constitute a default under (i) any mortgage, indenture, loan, credit agreement or other agreement or instrument evidencing indebtedness for borrowed money to which Seller is a party or by which Seller is bound or to which any of the Assets are subject, or any other agreement, contract, lease, license, or other instrument, (ii) any order, judgment or decree of any court, commission, board, agency or other

governmental body, or (iii) any law, statute, ordinance, decree, order, rule or regulation of any governmental authority.

     (e) Real Property . Schedule 3.1(e) describes the Real Property related to each of the Gathering Systems. As of the Date of Closing, all of the Real Property owned by Seller, or held by lease, license or easement, in each case free and clear of all mortgages, pledges, options, deeds of trust, security agreements, charges, covenants, liens, security interests, and other encumbrances or claims. The transfer, conveyance and assignment of the Assets by Seller to Buyer will pass good and marketable title to the Real Property, other than as to the Easements, to Buyer and will entitle Buyer to the possession and quiet enjoyment thereof.

     (f) Easements . Schedule 3.1(f) describes all material easements, rights-of-way, servitudes, rights of egress and ingress and other similar rights related to the use or enjoyment of real property related to each of the Gathering Systems (the “ Easements ”). Seller validly occupies all such Easements. Each Easement is valid, existing, and enforceable; there has not been, and there currently is not any event that would result in the termination, impairment, or limitation of any Easement; except as set forth in Schedule 3.1(f) hereto, no future payments of any kind are due under any Easement in order to maintain its existence; the Real Property and the Easements as a group constitute all such ownership interests and rights necessary for the ownership or operation of each of the Gathering System; and the Gathering Systems are each located entirely within the Easements.

     (g) Regulatory Matters . Seller has not received any notice or order from any Governmental Entity which regulates or purports to regulate any of the Assets or Seller or any of Seller’s activities, except pertaining to usual and customary filing requirements applicable to assets of the types owned by Seller.

     (h) Taxes . There are no pending or threatened state, local or foreign tax liens upon any of the Assets. All taxes, assessments, fees and other charges of any Governmental Entity which have been assessed against the Assets and have become due and payable, have been paid. All ad valorem, personal property, excise, or similar taxes relating to Seller’s ownership of the Assets prior to the Effective Date have been or will be timely paid by Seller.

     (i) Litigation . Except as and to the extent set forth in Schedule 3.1(i) , there are no administrative and judicial actions and proceedings presently pending or threatened against or involving (i) Seller, or (ii) the Assets or any portion thereof.

     (j) Compliance with Laws . Except as and to the extent set forth in Schedule 3.1(j) hereto (i) to Seller’s knowledge, Seller is in compliance in all material respects with all applicable statutes, orders, rules and regulations promulgated or proposed by any federal, state or local governmental entity relating to the operation and conduct of the Assets, (ii) there are no such statutes, orders, rules or regulations which require material future actions or expenditures by or on behalf of Seller; (iii) Seller has not received any notice of alleged material violation of any such statute, order, rule or regulation; and (iv) all material business and other licenses, permits, performance bonds and other security and authorizations required

by law for the ownership and/or operation of the Assets and/or Seller’s conduct of Seller’s business or operations respecting the Assets have been obtained and Seller is in material compliance with such licenses, permits, bonds, and other authorizations.

     (k) Contracts . Schedule 3.1(k) hereto is a list of all Contracts (written or oral) to which Seller is a party or by which Seller is bound, having a duration in excess of one (1) month or involving payments (or other value) in excess of $5,000. Seller has complied in all material respects with the provisions of all such Contracts, and is not in default thereunder in any manner which would permit any other party thereto to cancel or terminate such Contract; and, all such Contracts are in full force and effect and constitute legal, valid and binding obligations of Seller, and to Seller’s knowledge, are binding upon the other parties to such Contract in accordance with their terms; and, as of the date hereof, there is no claimed breach of contract by any party to any such Contract.

     (l) Condition of Gathering Systems . Seller has operated the Gathering Systems only in the ordinary and usual course of business consistent with good industry practices and except for ordinary wear and tear, there has been no material adverse change in the condition, properties, rights, obligations, contractual or business relationships, operations or prospects to any of the Gathering Systems, or affecting the condition or transferability of the Gathering Systems. Each of the Gathering Systems has been preserved and maintained and will be preserved and maintained during the Interim Period in a good and workmanlike condition, normal wear and tear excepted. To Seller’s knowledge, no condition or circumstance exists that would materially impair the merchantability of the Gathering Systems or upon assignment to Buyer, interfere with Buyer’s possession and quiet enjoyment thereof.

     (m) No Prepayments or Refunds Respecting Gathering Systems . Except as set forth in Schedule 3.1(m) , Seller has not received any prepayment, advance payment, deposit or similar payment, and has no refund obligation, with respect to any gas purchased, sold, gathered or transported through the Gathering Systems. Seller has not received any compensation for gathering services which would be subject to any refund or create any repayment obligation either by or to Seller, and Seller is not aware of any basis for a claim that a refund is due. Buyer will be entitled to receive the full contract price, as set forth in the Contracts, for all gas gathered and sold by Buyer or for Buyer’s account on and after the Effective Date.

     (n) Preferential Purchase Rights and Consents . To Seller’s knowledge, except as set forth on Schedule 3.1(k) , there are no consents to assign requiring a third party to consent to the assignment of the Assets (“Consents”) or preferential purchase rights providing an option or right to purchase any of the Assets (“Preferential Rights”).

     (o) Capital Commitments . Except as set forth on Schedule 3.1(o) hereto, Seller has not paid, incurred or otherwise committed to, from and after the Effective Date, any expenditures in excess of $10,000 respecting the Assets for any purpose, to include the the extension, maintenance, operation, or repair of any of the Gathering Systems, and no such expenditures are pending and unapproved.

     (p) No Material Adverse Change . Except for matters for which downward adjustments to the Purchase Price are prescribed pursuant to this Agreement, there has not been and will not be during the period between the Effective Date and the Closing Date any Material Adverse Effect with respect to the Assets.

     (q) Environmental Matters . Seller has not received any notification of any pending or threatened investigation, claim, penalty, or action by any Governmental Entity or other Person relating to the environmental condition of the Assets, and Seller has no knowledge that (i) there has been a release or threat of release of any hazardous substance (as the term “release” and “hazardous substance” are defined under Environmental Laws) on or from any of the Assets, or as a consequence of Seller’s operations or activities respecting the Assets, or any of them, prior to the date of this Agreement, or (ii) a condition exists on or under any of the Assets as of the date of this Agreement which could have a Material Adverse Effect on the Assets.

     (r) Affiliate Agreements . Except as listed on Schedule 3.1(r) , the Assets are not subject to any agreement with an Affiliate of Seller that cannot be terminated by Buyer after Closing without penalty, cost