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
EXHIBIT
10.B
Execution
Copy
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
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, 0000 Xxxxxxxxx Xx.,
Xxxxxxx, Xxxxx 00000 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
0000
Xxxxxxxxx
Xxxxxxx,
Xxxxx
00000
Attention:
General
Counsel
Telecopy:
(000)
000-0000
If
to any
Purchaser, addressed to:
El
Paso
Building
0000
Xxxxxxxxx
Xxxxxxx,
Xxxxx
00000
Attention:
General
Counsel
Telecopy:
(000)
000-0000
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/
Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X.
Xxxxxx
Title:
Senior Vice
President
WYOMING
GAS
SUPPLY INC.
By:/s/
Xxxxxx
X. Xxxxxx
Name:
Xxxxxx X.
Xxxxxx
Title:
Senior Vice
President
WIC
HOLDINGS INC.
By:/s/
Xxxxx X.
Xxxxxx
Name:
Xxxxx X.
Xxxxxx
Title:
President
EL
PASO
WYOMING GAS SUPPLY COMPANY
By:/s/Xxxxx
X.
Xxxxxx
Name:
Xxxxx X.
Xxxxxx
Title:
President
WYOMING
INTERSTATE COMPANY LTD.
By:
CIG Gas Supply
Company
By:/s/Xxxxx
X.
Xxxxxx
Name:
Xxxxx X.
Xxxxxx
Title:
President
9
SCHEDULE
1
|
Name
and
Address
of
Unitholder
|
Partnership
Interest
|
|
CIG
GAS SUPPLY COMPANY:
.
El
Paso
Building
0000
Xxxxxxxxx
Xxxxxxx,
Xxxxx 00000
Attention: General
Counsel
|
50%
General
Partner
|
|
WYOMING
GAS SUPPLY INC.:
El
Paso
Building
0000
Xxxxxxxxx
Xxxxxxx,
Xxxxx 00000
Attention: General
Counsel
|
50%
Limited
Partner
|
