OF ANY BREACH BY THE
OTHER PARTY HERETO OF, OR OF COMPLIANCE WITH, ANY CONDITION OR PROVISION OF THIS
AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY SHALL BE DEEMED A WAIVER OF
SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT THE SAME, OR AT ANY PRIOR OR
SUBSEQUENT, TIME.
NO AGREEMENTS OR REPRESENTATIONS, ORAL OR OTHERWISE, EXPRESS
OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF HAVE BEEN MADE BY EITHER
PARTY WHICH ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
THE VALIDITY,
INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON.
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9.
VALIDITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF
THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
10.
PAYMENTS DURING CONTROVERSY.
NOTWITHSTANDING THE PENDENCY OF ANY
DISPUTE OR CONTROVERSY, THE COMPANY WILL CONTINUE TO PAY YOU YOUR FULL
COMPENSATION IN EFFECT WHEN THE NOTICE GIVING RISE TO THE DISPUTE WAS GIVEN AND
CONTINUE YOU AS A PARTICIPANT IN ALL COMPENSATION, BENEFIT, AND INSURANCE PLANS
IN WHICH YOU WERE PARTICIPATING WHEN THE NOTICE GIVING RISE TO THE DISPUTE WAS
GIVEN, UNTIL THE DISPUTE IS FINALLY RESOLVED IN ACCORDANCE WITH PARAGRAPH (E) OF
SECTION 4.
IF THE COMPANY IS DETERMINED TO BE THE PREVAILING PARTY IN SUCH
DISPUTE, AMOUNTS PAID DURING SUCH CONTROVERSY ARE NOT IN ADDITION TO ALL OTHER
AMOUNTS DUE UNDER THIS AGREEMENT AND SHALL BE OFFSET AGAINST AND REDUCE ANY
OTHER AMOUNTS DUE UNDER THIS AGREEMENT BUT NOT BELOW ZERO SO THAT NO AFFIRMATIVE
RECOVERY SHALL BE OBTAINED FROM YOU ON SUCH ACCOUNT.
YOU SHALL BE ENTITLED TO
SUE FOR SPECIFIC PERFORMANCE OF YOUR RIGHT TO BE PAID UNTIL THE DATE OF
TERMINATION DURING THE PENDENCY OF ANY DISPUTE OR CONTROVERSY ARISING UNDER OR
IN CONNECTION WITH THIS AGREEMENT.
If this letter correctly sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter, which
will then constitute our agreement on this subject.
Sincerely,
CASCADE NATURAL GAS CORPORATION
By
/s/ W. Brian Matsuyama
W. Brian Matsuyama, Chairman of the Board, President
and Chief Executive Officer
Agreed to this 23 day
of April, 2000.
/s/ William H. Odell
William H. Odell
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