EXHIBITI BILL OF SALE AND ASSIGNMENT OF RIGHT OF WAYS

EXHIBIT I

BILL OF SALE AND ASSIGNMENT OF RIGHT OF WAYS

THIS BILL OF SALE AND ASSIGNMENT OF RIGHT OF WAYS (this "Agreement") is made effective as of December [__], 2012, by and between Gateway Pipeline USA Corporation, a Delaware corporation, having an office at 1415 Louisiana, Suite 4100, Houston, Texas 77002 ("Grantor”), and  GEC Holding, LLC, a Delaware limited liability corporation (the "Grantee"). 

RECITALS

WHEREAS, this Agreement is being executed and delivered pursuant to the terms of that certain Asset Sales Agreement, dated as of December 12, 2012 (the "Purchase Agreement"), between Grantor and Grantee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement; and

WHEREAS, Grantor desires to assign, transfer and convey to Grantee all of the right, title and interest of Grantor in and to the Facilities and Surface Contracts (each as defined below).

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee agree as follows:

1.         Grant.  That Grantor, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor, has GRANTED, BARGAINED, SOLD AND CONVEYED and by these presents does GRANT, BARGAIN, SELL and CONVEY unto Grantee, and its successors and assigns, all of Grantor's right, title and interest in and to the following:

(a)        the natural gas transmission pipeline facilities located in Guadalupe and Shelby Counties, Texas, Miller County, Arkansas and Pettis County, Missouri described more fully on Attachment A attached hereto and made a part hereof (collectively, the "Facilities"); and

(b)        the easements, permits, licenses, servitudes and rights-of-way on which the Facilities are located, as described on  Attachment B attached hereto and made a part hereof ("Surface Contracts"), but excluding any such easements, permits, licenses, servitudes or rights-of-way to the extent transfer is restricted by third party agreement or applicable law and necessary consents to transfer are not obtained;

TO HAVE AND TO HOLD the Facilities and Surface Contracts unto said Grantee, its successors and assigns, forever, and Grantor, does by these presents bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND, all and singular, the Facilities and Surface Contracts unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise.  Grantee hereby assumes and agrees to pay, perform or discharge, in accordance with their terms, all of the prospective obligations and covenants of Grantor that arise under the Surface Contracts from and after the Effective Time.  Grantor hereby assigns to Grantee all rights, claims, and causes of action on title warranties given or made by Grantor's predecessors (other than affiliates of Grantor), and Grantee is specifically subrogated to all rights which Grantor may have against its predecessors (other than affiliates of Grantor), to the extent that Grantor may legally transfer such rights and grant such subrogation.

2.         Further Assurances.     From and after the date hereof, Grantor and Grantee shall, without further consideration, execute, deliver and (if applicable) file or record, or cause to be executed, delivered and filed or recorded, all instruments, and take such actions, as may be reasonably required of Grantor or Grantee to accomplish the conveyance and transfer of the Facilities and Surface Contracts and otherwise consummate the transactions contemplated by this Agreement and the Purchase Agreement.

3.         Subordination.  The parties hereto hereby acknowledge and agree that their execution of this Agreement shall not modify the rights and obligations of the parties to the Purchase Agreement.  This Agreement is subject and subordinate to all of the terms and provisions of the Purchase Agreement. 

4.         Disclaimers.  Other than as expressly set forth in the Purchase Agreement, Grantee accepts the Facilities "AS IS" and "WHERE IS" and acknowledges that GRANTOR HAS MADE NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS OR WARRANTIES REGARDING MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE.  GRANTEE EXPRESSLY WAIVES THE PROVISIONS OF CHAPTER XVIII, SUBCHAPTER E, SECTIONS 17.41 THROUGH 17.63 INCLUSIVE (OTHER THAN SECTION 17.555 WHICH, IF APPLICABLE, IS NOT WAIVED) OF VERNON’S TEXAS CODES ANNOTATED, BUSINESS AND COMMERCE CODE.  ANY AND ALL INFORMATION AND OTHER MATERIALS FURNISHED BY GRANTOR ARE PROVIDED TO GRANTEE AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT GRANTEE’S SOLE RISK.

5.         Effective Time.  This Agreement is effective for all purposes as of 11:59 pm Central Time on the date first above written.

6.         Successors and Assigns. All of the provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 

7.         Headings.  The headings in this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

8.         Miscellaneous.  This Agreement shall be governed and construed in accordance with the substantive laws of the State of Texas without reference to principles of conflicts of law.  This Agreement may be executed in any number of original counterparts, all of which constitute one and the same instrument.  This Agreement together with the Purchase Agreement contains the entire understanding and agreement of Grantor and Grantee with respect to the subject matter hereof.

[Signature page follows.]