STOCK PURCHASE AGREEMENT

Exhibit 2.1

Execution Version

STOCK PURCHASE AGREEMENT

by and among

NISOURCE INC.,

BAY STATE GAS COMPANY

and

UNITIL CORPORATION

Dated as of February 15, 2008

TABLE OF CONTENTS

Page

i

ii

iii

INDEX OF DEFINED TERMS

iv

v

vi

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (hereinafter called this “ Agreement ”), dated as of February 15, 2008, by and among NiSource Inc., a Delaware corporation (“ Seller Parent ”), Bay State Gas Company, a Massachusetts corporation (“ Seller ” and together with Seller Parent, the “ Sellers ”)), and Unitil Corporation, a New Hampshire corporation, (“ Purchaser ”). Seller Parent, Seller and Purchaser are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties ”.

RECITALS

WHEREAS, Seller is the owner of all of the outstanding shares of common stock, $10 par value (the “ N Company Shares ”) of Northern Utilities, Inc., a New Hampshire corporation (the “ N Company ”), and Seller Parent is the owner of all of the outstanding shares of common stock, $1.00 par value (the “ G Company Shares ” and together with the N Company Shares the “ Company Shares ”) of Granite State Gas Transmission, Inc., a New Hampshire corporation (the “ G Company ” and together with the N Company, the “ Companies ”); and

WHEREAS, on the terms and subject to the conditions set forth herein, the Sellers desire to sell to Purchaser, and Purchaser desires to purchase from the Sellers, the Company Shares.

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

ARTICLE I

PURCHASE AND SALE

Section 1.1 Purchase and Sale . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, as provided in Section 1.3 , (a) Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, the N Company Shares, and (b) Seller Parent shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller Parent, the G Company Shares

Section 1.2 Purchase Price . The aggregate purchase price for the Company Shares shall be one hundred and sixty million dollars ($160,000,000) (the “ Initial Purchase Price ”), subject to adjustment as provided in Sections 1.4 and 1.5 (the Initial Purchase Price, as so adjusted, being the “ Purchase Price ”), and shall be payable as set forth in Sections 1.4 and 1.5 , net of any Income Taxes that the Purchaser is required to withhold pursuant to applicable Law.

Section 1.3 Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place (i) at the offices of Schiff Hardin LLP, 6600 Sears Tower, Chicago, Illinois on the fifth Business Day after the last of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement or (ii) at such other place and time and/or on such other date as Seller and Purchaser may agree in writing (the “ Closing Date ”). As used in this Agreement, the term “ Business Day ” shall mean any day other than a Saturday, Sunday or a day on which banks in New York City are authorized or obligated by law or executive order to close.

Section 1.4 Closing Deliveries . At or prior to the Closing,

(a) Purchaser shall (i) pay to Seller an amount equal to the Initial Purchase Price, plus the Estimated Net Working Capital, if the Estimated Net Working Capital is a positive number, or minus the Estimated Net Working Capital, if the Estimated Net Working Capital is a negative number, which amount shall be paid by wire transfer of immediately available funds to the account designated by Seller on or before the second Business Day prior to the Closing Date, and (ii) deliver to the Sellers the documents, instruments and writings specified in Article VI hereof and such other documents, instruments and writings as may be reasonably requested by the Sellers at or prior to the Closing pursuant to this Agreement; and

(b) the Sellers shall deliver or cause to be delivered to Purchaser the documents, instruments and writings specified in Article VI hereof and such other documents, instruments and writings as may be reasonably requested by Purchaser at or prior to the Closing pursuant to this Agreement.

Section 1.5 Net Working Capital .

(a) Adjustment to Purchase Price .

(i) Definitions . For purposes of this Agreement:

(A) “ Accounting Principles ” means generally accepted accounting principles in the United States as promulgated from time to time, applied on a basis consistent with past practices, except as otherwise provided for in Exhibit A .

(B) “ Closing Net Working Capital ” means the Net Working Capital as of the close of business on the Closing Date.

(C) “ Estimated Net Working Capital ” means the estimate by Seller of the Net Working Capital, as prepared by Seller pursuant to Section 1.5(a)(ii)(A) and set forth in the Estimated Net Working Capital Statement.

(D) “ Net Working Capital ” means (1) the sum of the total current assets of the Companies (including cash and marketable securities, and excluding all Income Tax refunds, any assets relating to any Income Tax benefit expected to be obtained from the use of Income Tax attributes of the Companies and any amounts that are paid by the Companies on the Closing Date pursuant to a Tax sharing agreement prior to the termination of such agreement at the Closing) as of the applicable date minus (2) the sum of the total current liabilities of the Companies (excluding deferred Income Tax liabilities and any Income Tax liabilities) as of the applicable date, in each case, calculated in accordance with the Accounting Principles.

(E) “ Net Working Capital Adjustment ” means the amount by which the Closing Net Working Capital is greater than or less than, as the case may be, the Estimated Net Working Capital. For the avoidance of doubt, the Net Working Capital Adjustment shall be positive if the Closing Net Working Capital is greater than the Estimated Net Working Capital and negative if it is less than the Estimated Net Working Capital.

2

(ii) Preparation of the Preliminary Statement .

(A) Seller shall prepare and deliver to Purchaser, no more than ten days prior to the expected Closing Date, a certificate executed by Seller setting forth in reasonable detail Seller’s calculation, and the amount, of the Estimated Net Working Capital as of the last day of the month immediately preceding the Closing Date, provided that , if the expected Closing Date is within the first ten days of any given month, the Estimated Net Working Capital will be calculated as of the last day of the second month preceding the Closing Date (the “ Estimated Net Working Capital Statement ”). The Estimated Net Working Capital included in the Estimated Net Working Capital Statement shall be calculated in accordance with Section 1.5(a)(i)(D) and with the Accounting Principles. The Estimated Net Working Capital Statement shall include a detailed listing of the items and amounts included in the calculation of the Estimated Net Working Capital, and shall be prepared by Seller in good faith and in accordance with this Agreement and the books and records of the Companies, and shall include a certification that it was prepared in accordance with this Section 1.5(a)(ii) , and that the Estimated Net Working Capital included therein was calculated in accordance with the Accounting Principles.

(B) Within 50 days after the Closing Date, Purchaser will prepare and deliver to Seller a preliminary statement (the “ Preliminary Statement ”) setting forth in reasonable detail Purchaser’s calculation of the Net Working Capital Adjustment, which shall include a detailed listing of the items and amounts of the Closing Net Working Capital included in the calculation of the Net Working Capital Adjustment. The Closing Net Working Capital shall be calculated in accordance with Section 1.5(a)(i)(D) and the Accounting Principles. The Preliminary Statement shall be prepared by Purchaser in good faith and in accordance with this Agreement and the books and records of the Companies, and shall be accompanied by a certificate of an officer of Purchaser stating that the Preliminary Statement was prepared in accordance with this Section 1.5(a)(ii) , and that the Closing Net Working Capital included therein was calculated in accordance with the Accounting Principles. The Preliminary Statement as finally modified pursuant to clauses (iii) through (v) of this Section 1.5(a) to become the final statement of the Net Working Capital Adjustment is referred to herein as the “ Final Statement ”. All disputes with respect to the Preliminary Statement and the Final Statement will be resolved in accordance with clauses (iii) through (v) of this Section 1.5(a) . In the event of a conflict between any calculation of the Closing Net Working Capital in accordance with the books and records of the Companies and a calculation of the Net Working Capital in accordance with the Accounting Principles, the Accounting Principles shall control.

(iii) Review of Preliminary Statement .

(A) Seller will have 50 days following Purchaser’s delivery of the Preliminary Statement to Seller to review and respond to the Preliminary Statement, during which period Purchaser will grant Seller and its accountants, counsel, consultants, advisors and agents (collectively, “ Representatives ”) reasonable access during normal business hours to the books and records of the Companies, Purchaser’s personnel, the employees of the Companies and the work papers prepared by Purchaser’s independent accountants (subject to compliance with Purchaser’s independent accountants’ customer procedures for release) with respect to the Preliminary Statement.

3

(B) Unless Seller has delivered to Purchaser a written letter of its disagreement with the Preliminary Statement (the “ Notice of Disagreement ”) on or prior to the 50th day following Purchaser’s delivery of the Preliminary Statement to Seller, the Preliminary Statement will become the Final Statement on the 51st day following Purchaser’s delivery of the Preliminary Statement to Seller. The Notice of Disagreement, if any, shall set forth in reasonable detail each proposed adjustment to the Preliminary Statement and the basis for such adjustment.

(C) If the Notice of Disagreement is delivered in accordance with Section 1.5(a)(iii)(B) , then: (1) any amount set forth in the Preliminary Statement as to which Seller has not objected in the Notice of Disagreement in accordance with Section 1.5(a)(iii)(B) will be deemed to be accepted and will become part of the Final Statement; and (2) the Preliminary Statement shall become the Final Statement on the earlier of (x) the date that Seller and Purchaser resolve in writing all remaining disputed matters specified in the Notice of Disagreement or (y) the date that the Arbitrator delivers to Seller and Purchaser a copy of the Final Statement and the Net Working Capital Adjustment pursuant to Section 1.5(a)(v)(D) .

(iv) Meeting to Resolve Proposed Adjustments . As soon as reasonably practicable, but in no event later than 10 days, after Seller’s delivery of the Notice of Disagreement, Purchaser and Seller will meet and endeavor to resolve the unaccepted adjustments in the Notice of Disagreement. If Purchaser and Seller reach agreement in writing on such adjustments, the Final Statement will be the Preliminary Statement modified to reflect the adjustments accepted pursuant to Section 1.5(a)(iii)(C)(1) and those otherwise agreed to in writing by the Parties pursuant to this Section 1.5(a)(iv) .

(v) Resolution by Arbitration .

(A) If Purchaser and Seller do not resolve to their mutual satisfaction all disputed adjustments in the Notice of Disagreement within 15 days following the meeting provided for in Section 1.5(a)(iv) , any remaining disputed adjustments that were included in the Notice of Disagreement will be brought before Pricewaterhouse Coopers (or, if such accounting firm shall decline to act or is not, at the time of submission thereto, independent of Purchaser, Seller or the Companies, to another independent accounting firm of national reputation mutually acceptable to and independent of Purchaser and Seller) (either Pricewaterhouse Coopers or such other accounting firm being the “ Arbitrator ”) for resolution in accordance with the following provisions of this Section 1.5(a)(v) . None of Purchaser, Seller or the Companies (1) has, in the three-year period prior to the date of this Agreement, engaged the Arbitrator to perform any services in excess of $100,000 in any 12-month period for any such Person, or (2) will engage the Arbitrator to perform any service for such Person prior to the finalization of the Final Statement pursuant to this Section 1.5(a) .

(B) On or prior to the 20th day following the meeting provided for in Section 1.5(a)(iv) , Purchaser will furnish the Arbitrator with a copy of this

4

Agreement, the Preliminary Statement, the Notice of Disagreement and any other relevant correspondence between the Parties. Purchaser and Seller will also give the Arbitrator: (1) position papers outlining such Party’s respective arguments and supporting documentation for such Party’s position; provided , however , that Purchaser’s positions, arguments and computations must be consistent in all material respects with those set forth in the Preliminary Statement or agreed to with Seller pursuant to Section 1.5(a)(iv) above (and the Arbitrator will not consider any that are inconsistent), and Seller’s positions, arguments and computations must be consistent in all material respect with those set forth in the Notice of Disagreement or agreed to with Purchaser pursuant to Section 1.5(a)(iv) above (and the Arbitrator will not consider any that are inconsistent); and (2) access to the books and records of the Companies, including any work papers or other schedules prepared by such Party’s accountants (subject to compliance with such Party’s accountants’ customary procedures for release) relating to the preparation of the Preliminary Statement and the Notice of Disagreement.

(C) The Arbitrator’s engagement will be limited to (1) reviewing the Preliminary Statement and the amounts placed in dispute by the Notice of Disagreement pursuant to Section  1.5(a)(iii)(B) ; (2) determining (x) whether Purchaser’s proposed amount for each individual item in the Preliminary Statement or Seller’s proposed adjustment thereto in the Notice of Disagreement is calculated more nearly in accordance with Section 1.5(a)(ii) , and (y) whether there were mathematical errors in the Preliminary Statement; (3) preparing the Final Statement, which will include (x) those amounts in the Preliminary Statement accepted by Seller pursuant to Section 1.5(a)(iii)(C)(1) , (y) those adjustments otherwise agreed to in writing by Purchaser and Seller pursuant to Section 1.5(a)(iv) and (z) those amounts determined by the Arbitrator to be calculated more nearly in accordance with Section 1.5(a)(ii) ; and (4) calculating the Net Working Capital Adjustment. The fees and expenses of the Arbitrator shall be borne by Purchaser and Seller in inverse proportion as they may prevail on matters resolved by the Arbitrator, which proportionate allocations shall also be determined by the Arbitrator at the time the determination of the Arbitrator is rendered on the Final Statement and the Net Working Capital Adjustment.

(D) The Parties will instruct the Arbitrator to (1) complete its preparation of the Final Statement and the Net Working Capital Adjustment within 20 days from the date of submission of the disputed adjustments to the Arbitrator pursuant to Section 1.5(a)(v)(B) , and (2) deliver promptly thereafter a copy of the Final Statement and the Net Working Capital Adjustment to Purchaser and Seller together with a report setting forth each disputed adjustment and the Arbitrator’s determination with respect thereto. The Arbitrator’s determination will be conclusive and binding upon the Parties and may be entered and enforced in any court of competent jurisdiction.

(vi) Payment of Adjustments .

(A) If the Net Working Capital Adjustment finally determined in accordance with this Section 1.5(a) is positive, Purchaser will deliver to Seller within five Business Days following the date on which the Preliminary Statement becomes the Final Statement (as determined in accordance with this Section

5

1.5(a) ) an amount of cash equal to the excess of the Closing Net Working Capital over the Estimated Net Working Capital, in immediately available funds by wire transfer pursuant to instructions provided in writing by Seller.

(B) If the Net Working Capital Adjustment finally determined in accordance with this Section 1.5(a) is negative, Seller will deliver to Purchaser within five Business Days following the date on which the Preliminary Statement becomes the Final Statement (as determined in accordance with this Section 1.5(a) ) an amount of cash equal to the excess of the Estimated Net Working Capital over the Closing Net Working Capital, in immediately available funds by wire transfer pursuant to instructions provided in writing by Purchaser.

(C) All payments made pursuant to this Section 1.5(a)(vi) shall be made with interest from the Closing Date calculated at the U.S. Prime Rate as published in the “Money Rates” section of The Wall Street Journal on the Closing Date.

For the avoidance of doubt, for purposes of this Agreement, a smaller negative integer ( i.e. , closer to zero) is always “greater than” a larger negative integer ( i.e. , further from zero). For example, -2 is greater than -10.

(b) No Right of Offset . Except as expressly provided above in this Section 1.5 , no Party may offset any amounts due to any other Party under this Section 1.5 against any amounts due to such first Party under this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Except as set forth in the disclosure schedule, dated the date hereof, delivered to Purchaser by Seller on or prior to entering into this Agreement (the “ Seller Disclosure Schedule ”), the Sellers hereby represent and warrant to Purchaser as follows:

Section 2.1 Organization, Good Standing and Qualification .

(a) Each of the Companies is a corporation duly organized, validly existing and in good standing under the laws of New Hampshire and has all necessary corporate power and authority to own, lease and operate its properties and to carry on its business as currently being conducted. Each Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect. Seller has made available to Purchaser a complete and correct copy of each Company’s articles of incorporation and bylaws, each as amended to date.

(b) As used in this Agreement, the term “ Company Material Adverse Effect ” means any change, effect, event or occurrence that is materially adverse to, or has a materially adverse effect on, the business, assets, financial condition or results of operations of the Companies, taken as a whole, or any effect which prevents, materially delays or materially impairs the ability of the Sellers to consummate the transactions contemplated by, or perform their obligations under, this Agreement, excluding any such change, effect, event or occurrence resulting from (A) general economic, financial, regulatory, meteorological or market conditions, (B) conditions or circumstances generally affecting the industries in

6

which the Companies operate (except to the extent that such changes or developments have had a materially disproportionate effect on the Companies as compared to other Persons in such industries); (C) acts of war (whether or not declared), sabotage or terrorism, military actions or the escalation thereof or other force majeure events occurring after the date hereof; (D) the announcement of the transactions contemplated herein or in any other agreement or document executed and delivered in connection with this Agreement; (E) changes in markets for commodities or supplies used by the Companies (except to the extent that such changes have had a disproportionate effect on the Companies as compared to other Persons in the industry which the Companies operate) or (F) any changes in applicable Law or accounting rules.

Section 2.2 Capital Structure .

(a) The authorized capital stock of the N Company consists of 200 N Company Shares, of which 100 N Company Shares are issued and outstanding. The authorized capital stock of the G Company consists of 50,000 G Company Shares, of which 29,900 G Company Shares are outstanding. All of the issued and outstanding Company Shares have been duly authorized and are validly issued, fully paid and nonassessable. Seller is the exclusive owner of, and has good and valid title to, the issued and outstanding N Company Shares, free and clear of any lien, pledge, security interest, claim (including pursuant to any preemptive rights), option, right of first refusal, voting agreement, contractual transfer restriction or other encumbrance. Seller Parent is the exclusive owner of, and has good and valid title to, the issued and outstanding G Company Shares, free and clear of any lien, pledge, security interest, claim (including pursuant to any preemptive rights), option, right of first refusal, voting agreement, contractual transfer restriction or other encumbrance.

(b) There are no preemptive or other outstanding options, warrants, conversion rights, stock appreciation rights, agreements, arrangements, calls, commitments or other rights of any kind that obligate either Company to issue or sell any shares of capital stock or other securities of such Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of such Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no outstanding obligations of either Company to repurchase, redeem or otherwise acquire any shares of capital stock of such Company. Neither Company has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of such Company on any matter.

(c) Neither Company owns, directly or indirectly, any capital stock, partnership, membership, joint venture or other ownership or equity interest in any Person.

(d) Neither Company is a party to any voting agreement with respect to the voting of any shares of capital stock or other voting securities or equity interests of such Company.

Section 2.3 Authorization, Validity and Execution . Each of the Sellers has all necessary corporate power and authority and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Assuming the due authorization, execution and delivery of this Agreement by Purchaser, this Agreement is a valid and binding agreement of each Seller enforceable against such Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “ Bankruptcy and Equity Exception ”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of Seller, by Seller, in its capacity as the holder of all of the outstanding N Company Shares, and by Seller Parent, in its capacity as the holder of all the outstanding G Company Shares, and

7

no other corporate actions on the part of either Seller, either Company or any of the Sellers’ other Affiliates are necessary to authorize this Agreement and the transactions contemplated hereby. For purposes of this Agreement, “ Affiliate(s) ” shall have the meaning set forth in Rule 12b-2 of the Exchange Act.

Section 2.4 Governmental Filings; No Violations .

(a) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (i) made in compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), (ii) that may be required under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), (iii) with, to or of federal, state or local regulatory bodies pursuant to Environmental Laws, and (iv) with, to or of the Maine Public Utilities Commission (the “ MPUC ”) and the New Hampshire Public Utilities Commission (the “ NHPUC ”) (collectively, the “ Seller Required Statutory Approvals ”), no notices, reports or other filings are required to be made by either Seller or their Affiliates with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by either Seller or their Affiliates from, any governmental or regulatory authority, agency, commission, body or other governmental entity including any stock exchange (each a “ Governmental Entity ”), in connection with the execution and delivery of this Agreement by the Sellers and the consummation of the transactions contemplated hereby, except those that the failure to make or obtain would not reasonably be expected to have a Company Material Adverse Effect.

(b) Subject to the filings, registrations, consents, approvals, permits, authorizations and/or notices referred to in Section 2.4(a) , the Sellers’ execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute or result in (i) a breach or violation of any provisions of the certificate of incorporation or bylaws of Seller Parent, the articles of organization or bylaws of Seller or the articles of incorporation or bylaws of either Company, (ii) a breach or violation of any law, statute, ordinance, code, rule, regulation, order, decree or notice (collectively “ Laws ”) of any Governmental Entity by which either Company is bound or (iii) a breach or violation of, or a default under, the acceleration of any obligations under, or the creation of an options, pledges, security interests, liens, mortgages, charges, claims or other restrictions (“ Encumbrances ”) on the assets of either Company (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, franchise, permit, concession, arrangement or other obligation (each, a “ Contract ”) binding upon such Company, except, in the case of clauses (ii) and (iii) above, for any breach, violation, default, acceleration or creation that would not reasonably be expected to have a Company Material Adverse Effect.

Section 2.5 Financial Statements .

(a) The financial statements of the N Company as of and for the year ended December 31, 2006 that are included in the annual report filed with the MPUC, and the financial statements of the G Company as of and for the year ended December 31, 2006 that are included in the annual report filed with the Federal Energy Regulatory Commission (the “ FERC ”), were each prepared in all material respects in accordance with all applicable regulatory accounting procedures and present fairly, in all material respects, the financial condition of the applicable Company and results of operations of the applicable Company as of the dates and periods specified therein. Section 2.5(a) of the Seller Disclosure Schedule sets forth the unaudited balance sheets of each Company as of December 31, 2007 and December 31, 2006 and the unaudited statements of income and cash flows of each Company for the years ended December 31, 2007 and December 31, 2006 (the “ Financial Statements ”). The Financial Statements have been prepared in accordance with the Accounting Principles consistently applied throughout the periods presented (except for the absence of footnotes thereto), and fairly present in all material respects the financial position of the Companies as of the date thereof and the results of operations of the Companies for the periods covered thereby.

8

(b) When delivered by Seller pursuant to Section 4.13 hereof, the audited financial statements of each Company described in Section 4.13 shall have been prepared in accordance with the Accounting Principles, and shall fairly present, in all material respects, the financial position and results of operations of such Company as of and for the periods covered thereby.

(c) Neither Company has any material liabilities or obligations, whether known, unknown, accrued, contingent or otherwise, except (i) as set forth in the Seller Disclosure Schedule, (ii) as and to the extent reflected on, disclosed in, or reserved against in the unaudited balance sheets of the Companies as of December 31, 2007 and the unaudited statements of income and cash flows of the Companies for the year ended December 31, 2007, and (iii) for liabilities or obligations that were incurred after December 31, 2007 in the ordinary course of business consistent with past practice that have not had and would not reasonably be expected to have a Company Material Adverse Effect.

(d) The N Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with its management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the Accounting Principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since December 31, 2004, except as set forth in Section 2.5(d) of the Seller Disclosure Schedule, neither the Seller nor the N Company has received any oral or written notification of a (x) “reportable condition,” (y) “significant deficiency” or (z) “material weakness” in its internal controls. The terms “reportable condition,” “significant deficiency” and “material weakness” shall have the meanings assigned to them in AU Section 325, “Communicating Internal Control Related Matters Identified in an Audit,” and Public Company Accounting Oversight Board Auditing Standard No. 2, “An Audit of Internal Control Over Financial Reporting Performed in Conjunction with an Audit of Financial Statements,” as appropriate.

Section 2.6 Absence of Certain Changes . Except in connection with the transactions contemplated hereby or as set forth on Section 2.6 of the Seller Disclosure Schedule, since December 31, 2007 (a) each Company has conducted its business in the ordinary course of business, consistent with past practice (the “ Ordinary Course of Business ”), (b) neither of the Sellers nor either Company has taken, committed to take or permitted to occur any of the events specified in Section 4.1(c) , there has not been any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by either Company, that is not fully covered by insurance and (d) there has been no event, occurrence or development which has had or would reasonably be expected to have a Company Material Adverse Effect.

Section 2.7 Litigation and Liabilities . There is no action, suit or proceeding at law or in equity pending against either Company or its respective assets or properties, or to the knowledge of the Sellers, threatened, which (a) relates to or involves uninsured amounts of more than $750,000, (b) would, if decided adversely to either Seller or either Company, prohibit the transactions contemplated by this Agreement or (c) is reasonably likely to have a Company Material Adverse Effect. To the knowledge of the Sellers, (x) neither Company has been permanently or temporarily enjoined or barred by order, judgment or decree of or agreement with any Governmental Entity from engaging in or continuing any conduct or practice in connection with its business, and (y) there is no outstanding order, judgment, ruling, injunction or decree requiring either Company to take, or refrain from taking, action with respect to its business.

9

Section 2.8 Employee Benefits .

(a) Section 2.8(a) of the Seller Disclosure Schedule identifies each bonus, incentive, deferred compensation, severance, employment, retention, change in control, disability, medical, dental, vision, vacation, pension, profit-sharing, retirement, stock purchase, stock option, fringe benefit or other compensation or benefit plan, agreement, arrangement or practice, or any other “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) maintained, contributed to or sponsored by either Company, either Seller or their Affiliates (i) in which any present or former employee, consultant or director of the Companies participates, (ii) under which any such Person has accrued and remains entitled to any benefits or (iii) with respect to which either Company has or could have any liability (each, a “ Benefit Plan ”).

(b) With respect to each Benefit Plan, Seller has provided or made available to Purchaser a current, accurate and complete copy of (i) such Benefit Plan, if written, or a description of such Benefit Plan if not written and (ii) to the extent applicable, with respect to each Benefit Plan, (A) any related trust agreement or other funding instrument; (B) the most recent determination letter received from the Internal Revenue Service (the “ IRS ”); (C) all material written communications received from the IRS, the Pension Benefit Guaranty Corporation (the “ PBGC ”) or the Department of Labor or other applicable governmental agency within the last three (3) years; (D) all amendments to such Benefit Plan; (E) the most recent summary plan description and any summaries of material modification; and (F) the most recent (1) Form 5500 with all attachments schedules thereto, (2) interim financial statements, (3) audited financial statements and (4) actuarial valuation reports, if any.

(c) Except for those matters that would not have a Company Material Adverse Effect, each Benefit Plan, has been operated and administered in all respects in compliance with its terms and all applicable Laws, including ERISA and the Internal Revenue Code of 1986, as amended (the “ Code ”), and to the knowledge of the Sellers, there are no pending or threatened claims with respect to any Benefit Plan except for ordinary and usual claims for benefits by participants and beneficiaries.

(d) No liability under Title IV of ERISA has been incurred by either Seller or any ERISA Affiliate that has not been satisfied in full when due, and no condition exists that presents a material risk to either Seller or any ERISA Affiliate of incurring a liability under Title IV of ERISA with respect to any Benefit Plan that is subject to Title IV of ERISA (collectively, the “ Seller Pension Plans ”). None of the Seller Pension Plans which are subject to the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA, nor any trust established thereunder, have incurred any “accumulated funding deficiency” (or “liquidity shortfall” (as those terms are defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived. Full payment has been made of all amounts that are required under the terms of each Seller Pension Plan to be paid as contributions with respect to all periods prior to, and including, the last day of the most recent fiscal year of such Seller Pension Plans ended on or before the date of this Agreement and all periods thereafter prior to the Closing Date. Except as disclosed on Section 2.8(d) of the Seller Disclosure Schedule, neither of the Sellers nor any other Person that, together with Sellers or any of their Affiliates, is or was treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, an “ ERISA Affiliate ”) maintains or contributes to any plan or arrangement that is a multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA. The Companies will have no liability with respect to any multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA as of the Closing Date).

(e) Each Benefit Plan, that is intended to be “qualified” within the meaning of Section 401(a) of the Code has been the subject of a favorable determination letter from the IRS to the effect that such Benefit Plan is qualified and exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of the Sellers, has revocation been threatened.

10

(f) None of the Sellers, either Company, any Benefit Plan or any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) have engaged in a transaction with respect to any Benefit Plan that could subject either Company to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. Neither of the Sellers nor either Company has incurred or reasonably expects to incur a tax or penalty imposed by Section 4980F of the Code or Section 502 of ERISA with respect to any Company Employees. Until the Closing Date, Seller shall continue to operate and fund the Seller Pension Plans in such a manner to ensure that the Adjusted Funding Target Attainment Percentage (as defined in the Pension Protection Act of 2006 (the “ PPA ”)) of each Seller Pension Plan does not cause the benefits under such plan to become restricted or limited under the provisions of the PPA.

(g) Except as provided in Section 4.5(c) of this Agreement, neither the execution of this Agreement nor the approval or consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional or subsequent event) shall result in any payment, acceleration, vesting or increase in compensation or benefits under any Benefit Plans.

(h) The Benefit Plans that are maintained or sponsored by the Companies, if any, may be amended or terminated. Except as disclosed in Section 2.8(h) of the Seller Disclosure Schedule, other than pursuant to any applicable collective bargaining agreements, no written oral representations have been made to any Company Employee promising or guaranteeing any employer payment or funding for the continuation of medical, dental, life or disability coverage for any period of time beyond the end of the current plan year (except pursuant to Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code). No written or oral representations have been made to any Company Employee concerning the employee benefits of Purchaser or its Affiliates.

(i) Each Benefit Plan, as it relates to Company Employees, which is subject to Section 409A of the Code, has been operated in good faith compliance with Section 409A of the Code in all material respects.

Section 2.9 Compliance with Laws; Permits . Each Company is conducting its business in compliance in all material respects with all applicable Laws. Each Company has all permits, approvals, authorizations, licenses or other registrations necessary to conduct its business as presently conducted, except for those the absence of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect (collectively, “ Permits ”). All such Permits are in full force and effect in all material respects and neither of the Sellers nor either Company has received any written notice of any suspension, modification, revocation, cancellation or non-renewal, in whole or in part, of any such Permit. Assuming receipt of all Required Statutory Approvals constituting a condition to closing but without considering for purposes of this representation and warranty any restrictions or other terms imposed as a condition to receipt of such Required Statutory Approvals, the entry into this Agreement and consummation of the transactions contemplated hereby will not adversely affect the rights of either Company under such Permits, except for any such adverse effects that individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. This Section 2.9 does not relate to Employee Benefit Plans, which are the subject solely of Section 2.8 , environmental matters, which are the subject solely of Section 2.10 , Taxes, which are the subject solely of Section 2.11 , or labor and employment matters, which are the subject solely of Section 2.12 .

11

Section 2.10 Environmental Matters .

(a) Except as disclosed on Section 2.10 of the Seller Disclosure Schedule and except for those matters that would not have a Company Material Adverse Effect, (i) each Company is in compliance with all applicable Environmental Laws; (ii) (A) each Company has timely applied for and has obtained all permits, licenses, registrations, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals pursuant to Environmental Law (“ Environmental Permits ”) necessary to conduct its business as presently conducted, (B) all such Environmental Permits have been issued, are final and not subject to appeal, and have not been terminated or revoked; and (C) neither Company has received any notice from any Governmental Entity of any actual or potential change in the status or terms and conditions of any Environmental Permit; (iii) there has been no release of Hazardous Substances at, on or from any property currently owned, leased or operated by either Company which could reasonably be expected to result in liability or require any remediation under any Environmental Law in order to use the property as it is currently used; (iv) to the knowledge of the Sellers, there were no releases of Hazardous Substances at, on or from property formerly owned, leased or operated by either Company during or prior to such period of ownership, lease or operation which could reasonably be expected to result in liability under any Environmental Law; (v) since January 1, 2007, neither of the Sellers nor either Company has received any notice, demand, letter, claim or request for information alleging that either Company may be in violation of or subject to liability under any Environmental Law and (vi) there are no suits, proceedings, civil or administrative actions nor, to the knowledge of the Sellers, any investigations pursuant to Environmental Laws pending against either Company (vii) to the knowledge of the Sellers there are no other circumstances involving either Company that could reasonably be expected to result in any liability pursuant to any Environmental Law for any Hazardous Substance disposal at, or release to, any third party property; (viii) neither Company is subject to any order, decree, injunction or other arrangement with any Governmental Entity or any agreement with any third party pursuant to which such Company is indemnifying any third party for liability under any Environmental Law; and (ix) the N Company has a reasonable basis for the assumptions underlying the “June 30, 2007 Summary of Environmental Reserves” disclosed to Purchaser by the N Company, which summary is attached to Section 2.10 of the Seller Disclosure Schedule.

(b) As used herein, the term “ Environmental Law ” means any federal, state, local or foreign statute, law, regulation, treaty, agreement, order, decree, permit, authorization, common law or agency requirement relating to: (i) the protection, investigation or restoration of the environment, health, safety or natural resources, (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata, or rare, threatened or endangered species and critical habitat); (ii) the production, generation, handling, use, transportation, treatment, storage, presence, disposal, distribution, labeling, testing, processing, release or threatened release, control or remediation of any Hazardous Substance; or (iii) noise, odor, indoor air, employee exposure, wetlands, pollution, contamination or any injury or threat of injury to persons or property relating to any Hazardous Substance.

(c) As used herein, the term “ Hazardous Substance ” means any chemical, substance, or material that is: (i) listed, classified or regulated pursuant to any Environmental Law; (ii) any petroleum, natural gas liquids or coal product or by-product (including coal tar), any combustion waste, ash, sludge, asbestos, asbestos-containing material, mold, formaldehyde foam insulation, lead, polychlorinated biphenyls, radioactive material, explosive material, radon or any wastes related to exploration and production; and (iii) any other substance which could reasonably be expected to be the subject of regulatory action by any Governmental Entity in connection with any Environmental Law.

12

Section 2.11 Taxes .

(a) Each Company is a member of the affiliated group (as such term is defined pursuant to Section 1504 of the Code) of which Seller Parent is the common parent that files its federal income Tax Returns on a consolidated basis (the “ Seller Consolidated Group ”) and is not a member of any other group filing Tax Returns on a combined, consolidated, unitary or other similar basis. All Tax Returns of or that include either Company have been prepared and duly and timely filed (taking into account any extension of time within which to file) in the manner prescribed by applicable Law, and all such Tax Returns were when filed and have continued to be true, correct and complete. As used herein, “ Taxes ” means (i) all federal, state, county, local, foreign and other taxes, assessments, charges, duties, fees, levies, imposts, and adjustment for inflation or other similar charges imposed by an Administrative Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, production, customs, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, workers compensation, unemployment, disability, environmental (including all taxes under section 59A of the Code), alternative minimum, add-on, value-added, capital taxes, marginal, single business, withholding and other similar charges, assessments, duties, fees, levies, imposts, and adjustment for inflation of any kind whatsoever (whether payable directly, by withholding or pursuant to a closing agreement with the Internal Revenue Service and whether or not requiring the filing of a Tax Return), and all estimated taxes, deficiency assessments, additions to tax and penalties (civil or criminal) and interest on or in respect of a failure to comply with any requirement relating to such taxes or any Tax Return; (ii) any liability of any Person for the payment of amounts with respect to payments of a type described in clause (i) above as a transferee, successor, or payable pursuant to a contractual obligation or otherwise; and (iii) any liability of any Person for the payment of amounts with respect to payments of a type described in clause (i) above imposed on such Person pursuant to Treasury Regulation 1.1502-6 as a result of being a member of an affiliated group (as such term is defined pursuant to Section 1504 of the Code) that files its federal income Tax Returns on a consolidated basis.

(b) All material tax liabilities of or relating to either Company (including all Taxes that either Company is obligated to withhold from amounts owing to any employee, creditor, customer or third party) have either been (i) paid within the time and in the manner required by Law, or, (ii) with respect to current Tax liabilities for which payment is not yet due, the applicable Company has established a sufficient accrual that is taken into account on the Final Statement for the payment of, such Taxes , except with respect to matters involving immaterial amounts of Taxes that are being contested in good faith and are listed with reasonable specificity on Section 2.11 of the Seller Disclosure Schedule.

(c) There is no action, suit, proceeding, examination, investigation or audit that is in process, proposed, threatened or pending with respect to any Taxes of either Company.

(d) Neither Seller Parent, Seller nor any Affiliate of such Persons and neither of the Companies has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency of either Company.

(e) There are no liens or encumbrances for Taxes on the shares of either Company or on any of the assets of either Company except for statutory liens for Taxes not yet due or payable and for which there has been established an adequate accrual for payment of liabilities resulting therefrom on the Financial Statements.

(f) There are no tax sharing, tax allocation, tax indemnification or other similar agreements between either Company and any Person that will not be terminated prior to the Closing.

13

(g) Neither Company has made any payments since January 1, 2007, is obligated to make any payments, or is a party to any agreement that under certain circumstances could reasonably be expected to obligate it to make any payments that are likely not to be deductible under Sections 162(m) or 280G of the Code. No written claim has ever been made by a Governmental Entity in a jurisdiction where the Companies do not file Tax Returns that either Company is or may be subject to taxation by that jurisdiction and neither Company has been nor is subject to Tax in a jurisdiction other than the United States. Except with respect to a tax liability imposed on a Company pursuant to Treasury Regulation 1.1502-6 as a result of being a member of the Seller Consolidated Group, neither Company has any liability for the Taxes of any other Person as a transferee or successor or otherwise.

(h) Neither Company has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(i) Neither Company owns any property that is: (i) tax-exempt use property within the meaning of Section 168(h) of the Code; (ii) described in Section 168(f)(8) of the Code as in effect prior to its amendment by the Tax Reform Act of 1986; (iii) tax-exempt bond financed property within the meaning of Section 168(g) of the Code; (iv) “limited use property” within the meaning of Revenue Procedure 2001-28, 2001 C.B. 1156; or (v) subject to any provision of state, local or foreign law comparable to any of the preceding provisions.

(j) With respect to any indebtedness (i) issued by either Company or (ii) directly or indirectly secured by any property or assets of either Company the interest on which is tax-exempt under Section 103(a) of the Code: (A) the interest on any such indebtedness that is identified as tax-exempt has at all times from the date such indebtedness was issued through and including the Closing Date been excludable from the gross income of the bondholders for income tax purposes pursuant to the Code and any similar provisions under state law, including but not limited to Sections 141-150 of the Code; (B) neither Company has caused or permitted to be caused any reissuance of such debt under Section 1001 of the Code and Treasury Regulation Section 1.1001-3 without first obtaining a “no adverse effect” opinion of bond counsel, including any reissuance caused by the transactions contemplated by this Agreement; and (iii) neither Company has taken or caused to be taken any action that would cause any tax-exempt bonds that are secured by the assets of a Company to be “arbitrage bonds” under Section 148 of the Code, including the failure to rebate arbitrage profits, if any, as required by Section 148(f) of the Code.

(k) None of the Companies, the Sellers, or any Affiliate thereof with respect to either Company has participated, within the meaning of Treasury Regulation Section 1.6011-4(c), or been a “material advisor” or “promoter” (as those terms are or have been defined in Sections 6111 and 6112 of the Code) in: (i) any “reportable transaction” within the meaning of Sections 6011, 6662A, and 6707A of the Code; (ii) any “confidential corporate tax shelter” within the meaning of Section 6111 of the Code; or (iii) any “potentially abusive tax shelter” within the meaning of Section 6112 of the Code.

(l) The transactions contemplated by this Agreement will not cause any agreements with a Governmental Entity that have been entered into by either Company or that involve an amount of Tax imposed on either Company to terminate, become void or cease to have further effect for tax periods (or portions thereof) beginning on or after the Closing Date.

Section 2.12 Labor and Employment Matters .

(a) As of the date hereof, except as set forth on Section 2.12 of the Seller Disclosure Schedule and except as would not have a Company Material Adverse Effect, (i) none of the employment terms of the Company Employees are subject to the terms of a collective bargaining agreement, (ii) neither of the Sellers nor the Companies have received written notice of any complaint against or

14

arbitration proceeding involving either Company which is currently pending before the National Labor Relations Board or the Equal Employment Opportunity Commission or, to the knowledge of the Sellers, threatened against either Company and (iii) there are no labor strikes, disputes, grievances pending under any collective bargaining agreements, slowdowns, work stoppages or other labor disturbances pending or, to the knowledge of the Sellers, threatened against either Company.

(b) All labor and collective bargaining agreements, contracts or other agreements (other than immaterial oral agreements and memoranda of understanding entered into in the Ordinary Course of Business that are consistent with the terms of the Labor Agreements) with a labor union or labor organization to which either Company is party or by which any of them are otherwise bound (collectively, the “ Labor Agreements ”) are listed on Section 2.12 of the Seller Disclosure Schedule. Except as set forth in Section 2.12(b) of the Seller Disclosure Schedule, the consummation of the transactions contemplated by this Agreement and the Transition Services Agreement will not entitle any third party (including any labor union or labor organization) to any payments under any of the Labor Agreements.

(c) Except as would not have a Company Material Adverse Effect, each Company is in compliance with all Laws related to wages, hours, collective bargaining, legal qualification of employment status, employment discrimination, immigration, disability, civil rights, rights of privacy, unfair labor practices, occupational safety and health and workers compensation.

Section 2.13 Intellectual Property .

(a) The Companies or one of their Affiliates own, license or otherwise possess the right to use, all patents, trademarks, trade names, service marks, brand names, Internet domain names, copyrights, technology, know-how, computer software programs or applications, databases, industrial designs (including applications and registrations for any of the foregoing), and all other tangible or intangible proprietary information or materials, that are currently used (and, with respect to trademarks, trade names, Internet domain names, brand names and service marks, have been used within the last three years, other than such as have been sold in connection with the disposition of a business) in the Companies’ businesses (collectively, the “ Intellectual Property Rights ”), except for any such failures to own, be licensed or possess that would not have a Company Material Adverse Effect. The Intellectual Property Rights constitute all of the intellectual property necessary to operate the Companies’ businesses as presently conducted.

(b) Except for such matters that would not reasonably be expected to have a Company Material Adverse Effect, (i) the use of the Intellectual Property Rights by the Companies do not infringe upon, violate or interfere with or constitute an unlawful appropriation of any right, title, interest of or the goodwill associated with, including any patent, trademark, trade name, service mark, Internet domain name, brand name, copyright, technology, know-how, computer software program or application, database or industrial design or any other tangible or intangible proprietary information or materials of any other Person and (ii) neither Company has received written notice of any claim that has not been resolved prior to the Closing Date or otherwise have reason to believe that any Intellectual Property Right owned by the Companies or any of their Affiliates is invalid or unenforceable or that any Intellectual Property Right infringes upon the asserted right of any other Person.

(c) Except for such matters that would not reasonably be expected to have a Company Material Adverse Effect, (i) to the knowledge of the Sellers, no Person is infringing upon, violating or interfering with or otherwise engaging in the unlawful appropriation of any right, title, interest of or the goodwill associated with any Intellectual Property Right which is owned by the Companies or any of their Affiliates or used or held for use in the conduct of the businesses of the Companies and (ii) within the last three years none of the Companies nor any of their Affiliates has

15

brought or threatened a claim against any Person alleging that or otherwise has reason to believe that any Intellectual Property Right owned by the Companies or any of their Affiliates is being infringed upon, violated or interfered with or unlawfully appropriated.

(d) The Companies or one of their Affiliates own, license or otherwise possess (free and clear of any and all liens, pledges, security interests, claims or other encumbrances) the right to use, all computers, firmware, servers, workstations, routers, hubs, switches, data communication lines, and all other information technology equipment and associated documentation that are currently used in the Companies’ business, as applicable (collectively, the “ IT Assets ”). The IT Assets constitute all of the information technology assets necessary to operate the Companies’ businesses as presently conducted.

(e) The Companies have implemented commercially reasonable back-up, security and disaster recovery policies and technology consistent with industry practices that are designed to protect (i) the security, confidentiality and integrity of transactions executed through the Intellectual Property and the IT Assets, including encryption and/or other security protocols and techniques when appropriate and (ii) the security, confidentiality and integrity of all confidential or proprietary data, files, input materials, reports, forms and records. Since December 31, 2005, neither Company has suffered a material security breach with respect to its data or systems, and neither Company has notified or, pursuant to applicable Law, should have notified (x) consumers of any information security breach or (y) employees of a security breach involving such employees’ confidential information.

Section 2.14 Insurance . Section 2.14 of the Seller Disclosure Schedule contains a true and correct list of the material insurance policies owned and maintained by the Sellers or their Affiliates that relate to the businesses of the Companies (collectively, the “ Policies ”). All Policies are in full force and effect in all material respects, all premiums due and payable thereon have been paid, and no written notice of cancellation or termination has been received with respect to any Policy that has not been replaced on substantially similar terms prior to the date of such cancellation. The Policies are owned by Seller Parent or one of its Affiliates and all occurrence-based Policies will cover the Companies with respect to any occurrences before the Closing Date and all claims-made Policies will cover the Companies with respect to claims made before the Closing Date. Except as set forth in the preceding sentence, the Policies will cease to cover the Companies upon Closing.

Section 2.15 Brokers and Finders . Except for Seller’s retention of The Blackstone Group, L.P., no broker, finder, financial advisor or agent has been retained or employed by either Seller, either Company or any of their respective officers, directors or employees in connection with the transactions contemplated in this Agreement. Neither Company has, and will not have, any financial obligation to The Blackstone Group, L.P.

Section 2.16 Regulation as a Utility .

(a) The N Company is subject to regulation as a public utility by the MPUC and the NHPUC. The G Company is subject to the jurisdiction of FERC with respect to its pipeline operations and is also regulated by the Department of Transportation. Except as set forth on Section 2.16 of the Seller Disclosure Schedule, neither Company is (i) a “public utility” within the meaning of Section 201(e) of the Power Act, (ii) a “qualifying facility” within the meaning of the Public Utility Regulatory Policies Act of 1978, as amended, and does not own such a qualifying facility or (iii) subject to regulation as a public utility or public service company (or similar designation) of any other state in the United States or in any foreign country.

(b) The N Company is in compliance in all material respects with the Public Utility Holding Company Act of 2005 and the rules, regulations and staff interpretations thereunder.

16

(c) All filings, including all forms, statements, reports and agreements and all documents, exhibits, amendments and supplements appertaining thereto, including all rates, tariffs, franchises, service agreements and related documents, required to be made by either Company since December 31, 2005, under FERC regulations or any state Law applicable to public utilities, have been made in accordance with, and complied, as of their respective dates, with applicable Law and the requirements of the relevant Governmental Entities, except for any such failures to file or be in compliance that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Section 2.17 Compliance with Contracts .

(a) Section 2.17(a) of the Seller Disclosure Schedule sets forth a true and correct list, as of the date hereof, of the following Contracts (other than the Contracts and agreements listed on Sections 2.8 , 2.12 and 2.14 of the Seller Disclosure Schedule, and, with respect to the Contracts described in clauses (ii) – (vii) below, other than Contracts that individually have a future liability not in excess of $300,000 or are cancelable by a Company upon notice of not more than 90 days for a cost of not more than $300,000), true and correct copies of which have been made available to Purchaser:

(i) Contracts that by their terms limit or otherwise restrict either Company from engaging or competing in any line of business or in any geographic area or that contain “most favored nation” pricing provisions or exclusivity or non-solicitation provisions with respect to customers;

(ii) Contracts pursuant to which either Company is (A) a lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person or (B) a lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or leased by such Company, in each case other than in the Ordinary Course of Business;

(iii) Contracts of either Company pursuant to which such Company has borrowed any money from, established a line of credit with, or issued any note, bond, debenture or other evidence of indebtedness to, any Person or any other note, bond, debenture or other evidence of indebtedness issued to any Person;

(iv) Contracts of either Company pursuant to which (A) any Person has directly or indirectly guaranteed indebtedness, liabilities or obligations of such Company or (B) such Company has directly or indirectly guaranteed indebtedness, liabilities or obligations of any Person (in each case other than endorsements for the purpose of collection in the Ordinary Course of Business);

(v) Contracts of either Company for the purchase or sale of assets, products or services, other than such Contracts entered into in the Ordinary Course of Business;

(vi) Contracts of either Company for capital expenditures, other than capital expenditures reflected in the capital expenditure portion of the capital expenditure and operation and maintenance budgets for fiscal year 2008 attached hereto as Exhibit B (each, as applicable, a “ Company Budget ”);

(vii) Gas supply and transportation Contracts of either Company;

(viii) Contracts of either Company restricting such Company’s rights in, or permitting other Persons, to use or register any Intellectual Property Rights or IT Assets;

17

(ix) Employment, consulting, severance or independent contractor Contracts, other than unwritten at-will employment Contracts of either Company;

(x) Contracts that provide for the operation or management of any operating assets of either Company by a non-affiliated third party; and

(xi) Contracts with any director, officer or employee of either Company, or any Affiliate of the Companies (in each case, other than (A) employment agreements covered in clause (ix) above, and (B) unwritten contracts pro