exhibit10_b.htm


    
      
        

      

    

     

    EXHIBIT 10.B

     

    Execution
Copy

     

    


    


    


    


     

    PURCHASE AND SALE
AGREEMENT

    


    


    By and Among

    


    CIG Gas Supply
Company,

    Wyoming Gas Supply
Inc.,

    WIC Holdings
Inc.,

    El Paso Wyoming Gas Supply
Company

    


    And

    


    Wyoming Interstate Company,
Ltd.

    


    


    November 1, 2005

    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE OF CONTENTS

     

    
      	
              ARTICLE I DEFINITIONS

            	
              1

            
	 	
              Section 1.1

            	
              Definitions

            	
              1

            
	 	
              Section 1.2

            	
              Rules of Construction

            	
              2

            
	 	 	 	 
	
              ARTICLE II PURCHASE AND SALE

            	
              2

            
	 	
              Section 2.1

            	
              Closing

            	
              2

            
	 	 	 	 
	
              ARTICLE III REPRESETNATIONS AND
      WARRANTIES

            	
              3

            
	 	
              Section 3.1

            	
              Representations and Warranties of
    Sellers

            	
              3

            
	 	
              Section 3.2

            	
              Representations and Warranties of the Purchasers
      Concerning the Transaction

            	
              3

            
	 	 	 	 
	
              ARTICLE IV COVENANTS AND AGREEMENTS

            	
              5

            
	 	
              Section 4.1

            	
              Commercially Reasonable Efforts; Further
      Assurances

            	
              5

            
	 	
              Section 4.2

            	
              Expenses

            	
              5

            
	 	
              Section 4.3

            	
              Indemnity Regarding Section 3.2 Representations and
      Covenants

            	
              5

            
	 	
              Section 4.4

            	
              Indemnity Regarding Section 3.1 Representations and
      Covenants

            	
              5

            
	 	
              Section 4.5

            	
              Survival of Representations

            	
              5

            
	 	
              Section 4.6

            	
              Exclusive Remedy

            	
              5

            
	 	
              Section 4.7

            	
              General Limitation of Damages

            	
              5

            
	 	
              Section 4.8

            	
              No Waiver Relating to Claims for Fraud/Willful
      Misconduct

            	
              6

            
	 	 	 	 
	
              ARTICLE V MISCELLANEOUS

            	
              6

            
	 	
              Section 5.1

            	
              Notices

            	
              6

            
	 	
              Section 5.2

            	
              Governing Law; Jurisdiction; Waiver of Jury
      Trial

            	
              6

            
	 	
              Section 5.3

            	
              Entire Agreement; Amendments and
    Waivers

            	
              7

            
	 	
              Section 5.4

            	
              Binding Effect and Assignment

            	
              7

            
	 	
              Section 5.5

            	
              Severability

            	
              7

            
	 	
              Section 5.6

            	
              Execution

            	
              7

            
	 	 	 	 
	
              Schedule 1

            	 	 


    

     


    
      
        
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    PURCHASE AND SALE AGREEMENT

     

    This PURCHASE AND
SALE AGREEMENT (this “Agreement”), dated as of
November 1, 2005 (the “Effective
Date”), is entered into
by and among (a) CIG Gas Supply Company, a Delaware corporation (“WIC
GP”), Wyoming Gas
Supply Inc., a Delaware corporation (“WIC
LP”, and collectively
with WIC GP, the “Sellers”), (b) WIC
Holdings Inc., a Delaware corporation (“CIG
Sub 1”), El Paso Wyoming
Gas Supply Company, a Delaware corporation (“CIG
Sub 2”, and collectively
with CIG Sub 1, the “Purchasers”).

     

    W I T N E S S E T H:

     

    WHEREAS, WIC GP is
the sole general partner of Wyoming Interstate Company, Ltd., a Colorado limited
partnership (“WIC”), and WIC LP is
the sole limited partner of WIC; and

     

    WHEREAS, subject to the terms and conditions set forth
herein, Sellers desire to sell to the Purchasers, and the Purchasers desire to
purchase from Sellers, the Sellers’ general and limited partnership interest in
WIC; and

     

    NOW, THEREFORE, in consideration of the premises and the
respective representations, warranties, covenants, agreements and conditions
contained herein, the parties hereto agree as follows:

     

     

    ARTICLE
I 

    DEFINITIONS

     

    Section
1.1  Definitions

     

    In this Agreement, unless the context otherwise requires,
the following terms shall have the following meanings respectively:

     

    “Agreement” has the meaning
set forth in the Preamble.

     

    “Business
Day” means any day on
which commercial banks are generally open for business in New York, New York
other than a Saturday, a Sunday or a day observed as a holiday in New York, New
York under the Laws of the State of New York or the federal Laws of the United
States of America.

     

    “CIG
Sub 1” has the meaning
set forth in the Preamble.

     

    “CIG
Sub 2” has the meaning
set forth in the Preamble.

     

    “Code” means the
Internal Revenue Code of 1986, as amended.

     

    “Damages” means claims,
liabilities, damages, penalties, judgments, assessments, losses, costs,
expenses, including reasonable attorneys’ fees and expenses, incurred by the
party seeking indemnification under this Agreement.

     

    “Effective
Date” has the meaning
set forth in the Preamble.

     

    “Encumbrances” means pledges,
restrictions on transfer, proxies and voting or other agreements, liens, claims,
charges, mortgages, security interests or other legal or equitable encumbrances,
limitations or restrictions of any nature whatsoever, but does not include any
restriction on transfer arising or existing under applicable securities
laws.

     

    “governing
documents” means, with
respect to any person, the certificate or articles of incorporation, by-laws,
articles of organization, corporation agreement, partnership agreement,
formation agreement, joint venture agreement, unanimous shareholder agreement or
declaration or other similar governing documents of such
person.

     

    “Governmental
Entity” means any
(a) multinational, federal, provincial, territorial, state, regional,
municipal, local or other government, governmental or public department, central
bank, court, tribunal, arbitral body, commission, board, bureau or agency,
domestic or foreign, (b) subdivision, agent, commission, board, or
authority of any of the foregoing, or (c) quasi-governmental or private
body exercising any regulatory, expropriation or taxing authority under, or for
the account of, any of the foregoing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Laws” means all
statutes, regulations, statutory rules, orders, judgments, decrees and terms and
conditions of any grant of approval, permission, authority, permit or license of
any court, Governmental Entity, statutory body (including the NYSE) or
self-regulatory authority, but does not include Environmental
Laws.

     

    “Materiality
Requirement” means any
requirement in a representation or warranty that a condition, event or state of
fact be “material,” correct or true in “all material respects,” have a “Material
Adverse Effect” or be or not be “reasonably expected to have a Material Adverse
Effect” (or other words or phrases of similar effect or impact) in order for
such condition, event or state of facts to cause such representation or warranty
to be inaccurate.

     

    “Partnership
Agreement” is the Wyoming
Interstate Company, Ltd. Limited Partnership Agreement, dated November 4,
1981.

     

    “Partnership
Purchase Price” has the meaning
set forth in Section
2.1(b).

     

    “subsidiary” means with
respect to a specified person, any other person (a) that is a subsidiary as
defined in Rule 405 of the Rules and Regulations under the Securities Act of
such specified person and (b) of which such specified person or another of
its subsidiaries owns beneficially more than 50% of the equity
interests.

     

    “WIC
GP” has the meaning
set forth in the Preamble.

     

    “WIC
LP” has the meaning
set forth in the Preamble.

     

    Section
1.2  Rules
of Construction

     

    The division of
this Agreement into articles, sections and other portions and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation hereof. Unless otherwise indicated, all
references to an “Article” or “Section” followed by a number or a letter refer
to the specified Article or Section of this Agreement. The terms “this
Agreement,”“hereof,”“herein” and “hereunder” and similar expressions refer to
this Agreement and not to any particular Article, Section or other portion
hereof. Unless otherwise specifically indicated or the context otherwise
requires, (a) all references to “dollars” or “$” mean United States
dollars, (b) words importing the singular shall include the plural and vice
versa and words importing any gender shall include all genders,
(c) “include,”“includes” and “including” shall be deemed to be followed by
the words “without limitation,” and (d) all words used as accounting terms
shall have the meanings assigned to them under United States generally accepted
accounting principles applied on a consistent basis during the periods involved
(“GAAP”). In the event
that any date on which any action is required to be taken hereunder by any of
the parties hereto is not a Business Day, such action shall be required to be
taken on the next succeeding day that is a Business Day. Reference to any party
hereto is also a reference to such party’s permitted successors and assigns. The
Exhibits attached to this Agreement are hereby incorporated by reference into
this Agreement and form part hereof. Unless otherwise indicated, all references
to an “Exhibit” followed by a number or a letter refer to the specified Exhibit
to this Agreement. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto and no presumption or burden of
proof shall arise favoring or disfavoring any party hereto by virtue of the
authorship of any of the provisions of this Agreement.

     

     

    ARTICLE II

    PURCHASE AND SALE

     

    Section
2.1  Closing

     

    (a)  Closing
Date. The closing (the
“Closing”) of the
transactions contemplated under this Section
2.1 shall be held at
the offices of the Purchasers at the El Paso Building, 1001 Louisiana St.,
Houston, Texas 77002 on the Effective Date. The “Closing
Date,” as referred to
herein, shall mean the date of the Closing.

     

    (b)  Purchase
and Sale of Partnership Interest. On the Closing
Date (i) WIC GP hereby sells to CIG Sub 1, and CIG Sub 1 hereby purchases
from WIC GP, all of WIC GP’s general partnership interest in WIC for an
aggregate cash amount of $106,000,000 (the “Sub
1 Purchase Price”), and
(ii) WIC LP hereby sells to CIG Sub 2 and CIG Sub 2 hereby purchases from
WIC LP, all of WIC LP’s limited partnership interest in WIC for aggregate cash
amount of $106,000,000 (the “Sub
2 Purchase Price”, and together
with the Sub 1 Purchase Price, collectively the “Partnership
Purchase Price”). Both WIC GP and
WIC LP expressly approve and consent to the sale of the partnership interests to
CIG Sub 1 and CIG Sub 2, respectively, and both agree to relieve the other from
any further obligations under the Partnership Agreement. 

     

    
      
         

      

      
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    (c)  Deliveries.


     

    (i)  WIC GP hereby
sells, transfers and conveys to CIG Sub 1 all of the general partnership
interest, and CIG Sub 1 expressly accepts the general partnership interest and
all obligations of WIC GP under the Partnership Agreement, and WIC LP, sells,
transfers and conveys to CIG Sub 2 all of the limited partnership interest, and
CIG Sub 2 expressly accepts the limited partnership interest and the obligations
of WIC LP under the Partnership Agreement, in each case, the sale, transfer and
conveyance of the partnership interest is free and clear of any Encumbrances;
and

     

    (ii)  the Purchasers
shall pay, or cause to be paid, to: (a) WIC GP an amount in cash equal to the
Sub 1 Purchase Price and (b) WIC LP an aggregate amount of cash equal to the Sub
2 Purchase Price.

     

    (d)  Purchase
Price Adjustment. Promptly after
the Closing Date, each of the Sellers and Purchasers shall calculate the book
value of each Seller’s investment (“Closing Date Book Value”) in WIC as of the
Closing Date. In the event the Closing Date Book Value is greater than the book
value of the applicable Seller’s investment in WIC on October 1, 2005 (“Initial
Book Value”) then the applicable Purchaser will promptly pay to the applicable
Seller the difference between the Closing Date Book Value and the Initial Book
Value. In the event the applicable Seller’s Initial Book Value is greater than
its Closing Date Book Value, then such Seller shall promptly pay to the
applicable Purchaser the difference between the Initial Book Value and the
Closing Date Book Value.

     

     

    ARTICLE
III 

    REPRESENTATIONS AND WARRANTIES

     

    Section
3.1  Representations
and Warranties of
Sellers

     

     Each of the Sellers
jointly and severally represents and warrants to the Purchasers
that:

     

    (a)  Ownership,
Etc. of Partnership Interest. Each Seller is
the record or beneficial owner of the partnership interest listed across from
the name of such Seller on Schedule
1 hereto (the
“Sellers’
Interest”). Such Sellers’
Interest are the only equity interests owned (either beneficially or of record)
by such Seller. Each Seller holds such Sellers’ Interest free and clear of all
Encumbrances.

     

    (b)  Authority. Each of the
Sellers has all requisite corporate power and authority to enter into this
Agreement and to perform its obligations hereunder and to consummate the
transactions contemplated by this Agreement. The execution and delivery of this
Agreement by the Sellers and the consummation by the Sellers of the transactions
contemplated by this Agreement have been duly and validly authorized by all
necessary corporate action and no other corporation proceedings on the part of
any of the Sellers are necessary to authorize this Agreement or to consummate
the transactions contemplated hereby.

     

    (c)  Execution
and Delivery. This Agreement
has been duly executed and delivered by each of the Sellers and constitutes
their respective legal, valid and binding obligation, enforceable against each
of them in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency and other applicable Laws affecting creditors’ rights
generally, and by general principles of equity.

     

    Section
3.2  Representations
and Warranties of the Purchasers Concerning the
Transaction

     

    Each of the Purchasers severally represents and warrants to
the Sellers that:

     

    (a)  Organization
and Standing. Each Purchaser
has been duly organized and is validly existing under the Laws of its
jurisdiction of organization with full legal or corporate power and authority to
own, lease and operate its properties and to conduct its businesses as currently
owned and conducted except where, individually or in the aggregate, the failure
to be so organized or existing or to have such power or authority could not
reasonably be expected to have a material adverse effect on the ability of such
Purchaser to close the transactions contemplated under this Agreement. Each
Purchaser is duly qualified to do business in each jurisdiction in which the
nature of the business conducted by it or the ownership or leasing of its
properties requires it to so qualify, except where, individually or in the
aggregate, the failure to be so qualified could not reasonably be expected to
have a material adverse effect on the ability of such Purchaser to close the
transactions contemplated under this Agreement.

     

    
      
         

      

      
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    (b)  Authority
and No Conflicts.

     

    (i)  Each Purchaser has
all requisite corporate power and authority to enter into this Agreement and to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by such
Purchaser and the consummation thereby of the transactions contemplated by this
Agreement have been duly and validly authorized by all necessary corporate
action and no other proceedings on the part of Purchaser are necessary to
authorize this Agreement or to consummate the transactions contemplated
hereby.

     

    (ii)  This Agreement has
been duly executed and delivered by each Purchaser and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency and other
applicable Laws affecting creditors’ rights generally, and by general principles
of equity.

     

    (iii)  Neither the
execution and delivery of this Agreement by each Purchaser nor the performance
by such Purchaser of its obligations hereunder and the completion of the
transactions contemplated hereby, will:

     

    (A)  conflict with, or
violate any provision of, the governing documents of such
Purchaser;

     

    (B)  other than
obtaining or making, as applicable, any other consents, approvals, orders,
authorizations, registrations, declarations or filings which, if not obtained or
made, could not, individually or in the aggregate, reasonably be expected to
have a material adverse effect on the ability of such Purchaser to close the
transactions contemplated under this Agreement, violate or breach any Laws
applicable to such Purchaser;

     

    (C)  other than
obtaining or making, as applicable, any other consents, approvals, orders,
authorizations, registrations, declarations or filings which, if not obtained or
made, could not, individually or in the aggregate, reasonably be expected to
have a material adverse effect on the ability of such Purchaser to close the
transactions contemplated under this Agreement, violate or conflict with or
result in the breach of, or constitute a default (or an event that with the
giving of notice, the passage of time, or both would constitute a default)
under, or entitle any party (with the giving of notice, the passage of time or
both) to terminate, accelerate, modify or call any obligations or rights under
any credit agreement, note, bond, mortgage, indenture, deed of trust, contract,
agreement, lease, license, franchise, permit, concession, easement or other
instrument to which such Purchaser is a party or by which such Purchaser or its
property is bound or subject; or

     

    (D)  except as could
not, individually or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of such Purchaser to close the transactions
contemplated under this Agreement, result in the imposition of any Encumbrance
upon or require the sale or give any person the right to acquire any of the
assets of such Purchaser or restrict, hinder, impair or limit the ability of
such Purchaser to carry on its business as and where it is now being carried
on.

     

    
      
         

      

      
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    (c)  No
Defaults. Neither Purchaser
is in default under or in violation of, and there has been no event, condition
or occurrence which, after notice or lapse of time or both, would constitute
such a default or violation of, or permit the termination of, any term,
condition or provision of (i) its governing documents, (ii) any credit
agreement, note, bond, mortgage, indenture, contract, agreement, lease, license,
franchise, permit, concession, easement or other instrument to which such
Purchaser is a party or by which such Purchaser any of its property is bound or
subject, except, in the case of clause (ii), for defaults, violations and
terminations which, individually or in the aggregate, could not reasonably be
expected to have a material adverse effect on the ability of such Purchaser to
close the transactions contemplated under this Agreement.

     

    (d)  Brokerage
and Finder’s Fee. Neither of the
Purchasers, their affiliates nor any shareholder, director, officer or employee
thereof, has incurred or will incur on behalf of such Purchaser, any brokerage,
finders’ or similar fee in connection with the transactions contemplated by this
Agreement for which any of the Sellers or their affiliates will be
obligated.

     

     

    ARTICLE IV

    COVENANTS AND AGREEMENTS

     

    Section
4.1  Commercially
Reasonable Efforts; Further Assurances

     

    Subject to the other terms of this Agreement, the parties
hereto agree that, from time to time, whether before, at or after the Closing
Date, each of them will execute and deliver, or cause to be executed and
delivered, such instruments of assignment, transfer, conveyance, endorsement,
direction or authorization as may be necessary to consummate and make effective
such transactions.

     

    Section
4.2  Expenses

     

    All costs and expenses incurred in connection with this
Agreement, including legal fees, accounting fees, financial advisory fees and
other professional and non-professional fees and expenses, shall be paid by the
party hereto incurring such expenses.

     

    Section
4.3  Indemnity
Regarding Section 3.2 Representations and Covenants

     

    Subject to the
provisions of this Article
IV, each Purchaser
shall indemnify and hold harmless the Sellers and their respective affiliates
from any and all Damages incurred by any such party or any of their respective
affiliates in connection with the breach of a representation or warranty set
forth in Section
3.2 or a covenant or
agreement made by either of the Purchasers hereunder, provided,
however, that the
aggregate liability of each Purchaser shall not exceed an amount equal to
one-half of the Partnership Purchase Price.

     

    Section
4.4  Indemnity
Regarding Section 3.1 Representations and Covenants

     

    Subject to the
provisions of this Article
IV, each Seller shall
indemnify and hold harmless the Purchasers and their respective affiliates from
any and all Damages incurred by any such party or any of their respective
affiliates in connection with the breach of a representation or warranty set
forth in Section
3.1 or a covenant or
agreement made by either of the Sellers hereunder, provided,
however, that the
aggregate liability of each Seller shall not exceed such Seller’s pro rata
portion of the Partnership Purchase Price.

     

    Section
4.5  Survival
of Representations

     

    The representations, warranties, covenants and agreements
contained in this Agreement or made in any certificate or document delivered
pursuant hereto shall survive the Closing regardless of any investigation made
by the parties hereto and regardless of any knowledge acquired or capable of
being acquired whether before or after the Closing Date.

     

    Section
4.6  Exclusive
Remedy

     

    Except as set forth
in Section
4.8, the parties agree
that the indemnification provisions in this Article
IV shall be the
exclusive remedy of the parties with respect to breaches of representations and
warranties and failures to perform covenants or agreements
hereunder.

     

    Section
4.7  General
Limitation of Damages

     

    NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT AS SET FORTH IN
SECTION 4.8, THE PURCHASERS
AND THEIR AFFILIATES SHALL NOT BE LIABLE TO THE SELLERS AND THEIR AFFILIATES,
NOR SHALL THE SELLERS AND THEIR AFFILIATES BE LIABLE TO THE PURCHASERS OR THEIR
AFFILIATES, FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL,
REMOTE OR SPECULATIVE DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS
OR OPPORTUNITIES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

     

    
      
         

      

      
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    Section
4.8  No
Waiver Relating to Claims for Fraud/Willful
Misconduct

     

    The liability of
any party under this Article
IV shall be in
addition to, and not exclusive of, any other liability that such party may have
at law or in equity based on such party’s (a) fraudulent acts or omissions
or (b) willful misconduct. None of the provisions set forth in this Agreement
shall be deemed to be a waiver by or release of any party of any right or remedy
which such party may have at law or equity based on any other party’s fraudulent
acts or omissions or willful misconduct nor shall any such provisions limit, or
be deemed to limit, (i) the amounts of recovery sought or awarded in any such
claim for fraud or willful misconduct, (ii) the time period during which a claim
for fraud or willful misconduct may be brought, or (iii) the recourse which any
such party may seek against another party with respect to a claim for fraud or
willful misconduct.

     

     

    ARTICLE
V 

    MISCELLANEOUS

     

    Section
5.1  Notices

     

    Any notice,
request, instruction, correspondence or other document to be given hereunder by
any party to another party (each, a “Notice”) shall be in
writing and delivered in person or by courier service requiring acknowledgment
of receipt of delivery or mailed by U.S. registered or certified mail, postage
prepaid and return receipt requested, or by telecopier, as follows; provided, that copies to be
delivered below shall not be required for effective notice and shall not
constitute effective notice:

     

    If to any Seller, addressed to:

     

    El Paso Building

    1001 Louisiana

    Houston, Texas 77002

    Attention: General Counsel

    Telecopy: (713) 420-2813

     

    If to any Purchaser, addressed to:

     

    El Paso Building

    1001 Louisiana

    Houston, Texas 77002

    Attention: General Counsel

    Telecopy: (713) 420-2813

     

    Notice given by personal delivery, courier service or mail
shall be effective upon actual receipt. Notice given by telecopier shall be
confirmed by appropriate answer back and shall be effective upon actual receipt
if received during the recipient’s normal business hours, or at the beginning of
the recipient’s next business day after receipt if not received during the
recipient’s normal business hours. All Notices by telecopier shall be confirmed
promptly after transmission in writing by certified mail or personal delivery.
Any party may change any address to which Notice is to be given to it by giving
Notice as provided above of such change of address.

     

    Section
5.2  Governing
Law; Jurisdiction; Waiver of Jury Trial

     

    To the maximum
extent permitted by applicable Law, the provisions of this agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware, without regard to principles of conflicts of law. Each party
thereto hereby irrevocably and unconditionally (a) consents and submits to
the exclusive jurisdiction of any federal or state court located in the State of
Texas (the “Texas
Courts”) for any actions,
suits or proceedings arising out of or relating to this Agreement or the
transactions contemplated by this Agreement (and agrees not to commence any
litigation relating thereto except in such courts), (b) waives any
objection to the laying of venue of any such litigation in the Texas Courts and
agrees not to plead or claim in any Texas Court that such litigation brought
therein has been brought in any inconvenient forum and (c) acknowledges and
agrees that any controversy which may arise under this Agreement is likely to
involve complicated and difficult issues, and therefore each such party hereby
irrevocably and unconditionally waives any right such party may have to a trial
by jury in respect of any litigation directly or indirectly arising or relating
to this Agreement or the transactions contemplated by this
Agreement.

     

    
      
         

      

      
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    Section
5.3  Entire
Agreement; Amendments and Waivers

     

    This Agreement constitutes the entire agreement between and
among the parties hereto pertaining to the subject matter hereof and supersedes
all prior agreements, understandings, negotiations and discussions, whether oral
or written, of the parties, and there are no warranties, representations or
other agreements between or among the parties in connection with the subject
matter hereof except as set forth specifically herein or contemplated hereby. No
supplement, modification or waiver of this Agreement shall be binding unless
executed in writing by the party to be bound thereby. The failure of a party to
exercise any right or remedy shall not be deemed or constitute a waiver of such
right or remedy in the future. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (regardless of whether similar), nor shall any such waiver constitute a
continuing waiver unless otherwise expressly provided.

     

    Section
5.4  Binding
Effect and Assignment

     

    This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted successors and
assigns. Nothing in this Agreement, express or implied, is intended to confer
upon any person other than the parties hereto and their respective permitted
successors and assigns, any rights, benefits or obligations hereunder. No party
hereto may assign, transfer, dispose of or otherwise alienate this Agreement or
any of its rights, interests or obligations under this Agreement (whether by
operation of law or otherwise). Any attempted assignment, transfer, disposition
or alienation in violation of this Agreement shall be null, void and
ineffective.

     

    Section
5.5  Severability

     

    If any term or other provision of this Agreement is
invalid, illegal, or incapable of being enforced by any rule of applicable Law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated herein are not affected in any manner
materially adverse to any party hereto. Upon such determination that any term or
other provision is invalid, illegal, or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties hereto as closely as possible in a mutually
acceptable manner in order that the transactions contemplated herein are
consummated as originally contemplated to the fullest extent
possible.

     

    Section
5.6  Execution

     

    This Agreement may be executed in multiple counterparts
each of which shall be deemed an original and all of which shall constitute one
instrument.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    IN WITNESS WHEREOF, the parties hereto have entered into
this Agreement as of the date first written above.

     

     

    
      
        	 	
                CIG GAS SUPPLY
    COMPANY

              	 
	 	 	 	 
	
                 

              	
                By: 

              	/s/ Daniel B. Martin	 
	 	Name: 	Daniel B. Martin	 
	 	Title: 	Senior Vice President	 
	 	 	 	 


      

    

    
       

       

      
        
          	 	
                  WYOMING GAS SUPPLY
    INC.

                	 
	 	 	 	 
	
                   

                	
                  By: 

                	/s/ Daniel B. Martin	 
	 	Name: 	Daniel B. Martin	 
	 	Title: 	Senior Vice President	 
	 	 	 	 


        

      

       

       

      
        
          
            
              	 	
                      WIC HOLDINGS INC.

                    	 
	 	 	 	 
	
                       

                    	
                      By: 

                    	/s/ James J. Cleary	 
	 	Name: 	James J. Cleary	 
	 	Title: 	President	 
	 	 	 	 


            

          

          
            
              
                 

                 

                
                  
                    	 	
                            EL PASO WYOMING GAS SUPPLY
      COMPANY

                          	 
	 	 	 	 
	
                             

                          	
                            By: 

                          	/s/ James J. Cleary	 
	 	Name: 	James J. Cleary	 
	 	Title: 	President	 
	 	 	 	 


                  

                

                 

                 

                
                  
                    
                      
                        
                          
                            	 	
                                    WYOMING INTERSTATE COMPANY
      LTD.

                                     

                                  	 
	 	By: 	CIG Gas Supply Company 	 
	 	 	 	 
	 	 	 	 
	
                                     

                                  	
                                    By: 

                                  	/s/ James J. Cleary	 
	 	Name: 	James J. Cleary	 
	 	Title: 	President	 
	 	 	 	 


                          

                           

                          
                            
                               

                            

                            
                              8

                              
                                

                              

                            

                            
                               

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
       

    


    SCHEDULE 1

     

    
      	
              Name and Address

              of Unitholder

            	
               

              Partnership Interest

            
	
              CIG GAS SUPPLY COMPANY:

               

              El Paso Building

              1001 Louisiana

              Houston, Texas 77002

              Attention: General
      Counsel

               

            	
               

               

              50% General Partner

            
	
              WYOMING GAS SUPPLY INC.:

               

              El Paso Building

              1001 Louisiana

              Houston, Texas 77002

              Attention: General
      Counsel

            	
               

               

              50% Limited
Partner