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8. AGREEMENT TO INDEMNIFY AND HOLD HARMLESS. The Releasing Parties agree to indemnify and hold harmless Settling Defendants from any third party or derivative liability claims against Settling Defendants asserted by any defendant in any present or future litigation initiated by or on behalf of anyone or more of the Settling Class Cities that arises or is derived from the matters released herein. The Releasing Parties do not by this Agreement release any claims that any Releasing Party may possess or assert regarding franchise fee payments against Southern Union Company; Southern Union Gas Company, a division of Southern Union Company; the former Rio Grande Valley Gas Company, now known as Southern Union Company; and/or Mercado Gas Services, Inc. It is further understood and agreed that no Class City is required to indemnify or hold harmless any Settling Defendant for or on behalf of any other Class Member City. 9. CONTRACTUAL TERMS. The terms of this Agreement are contractual and not mere recitals. 10. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Texas. 11. FULL UNDERSTANDING AND CONSULTATION WITH COUNSEL. The Releasing Parties hereto represent and warrant that they have read this Agreement and fully understand it; that they have (a) been represented in this litigation by Court appointed Class Counsel, and (b) had the opportunity to consult with independent counsel of their own choice; that they have agreed to be fully bound according to its terms; that in approving the execution of this Agreement by Class Counsel, the Settling Class Cities have relied on their own knowledge and judgment and that of Class Counsel and/or their independent counsel, if any, and not in reliance upon any representation, warranty, advice, or statement of any kind made by or on behalf of the Settling Defendants or their Counsel, except to the extent that such representation, warranty, advice, or statement is contained in this Agreement. 12. NO MODIFICATION. This Agreement shall not be modified unless any such modification is made in writing and signed by all the parties hereto or their counsel. 13. BINDING UPON SUCCESSORS. This Agreement shall be binding on, inure to the benefit of, and be enforceable by, the Settling Defendants and their successors, heirs, assigns, trustees, administrators, and legal and personal representatives. 14. CONSTRUCTION. This Agreement is the result of mutual negotiations among the parties and their Counsel, and as such shall not be construed more strictly against one party. Paragraph captions are for convenience only and shall not be used to interpret or construe the paragraph to which they relate. FINAL VERSrON October 18,1999 (6:15PM) -6-