Exhibit 10.B - Purchase and Sale Agreement


    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

            	 	 


    

    


    


     

    


     


    
      
        
          i

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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. 

     

    (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.

     

    (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.

     

    (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.

     

    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.

     

    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.

     


    
      
        
          9

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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


    
      
        
          9

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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