IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
FIRST AMENDMENT TO
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT,
dated as of the 27th day of January, 1999 (this "First Amendment") is made among
the undersigned parties (collectively, the "Parties").
WITNESSETH
WHEREAS, the Parties are all of the general and limited partners in
Iroquois Gas Transmission System, L.P., a Delaware limited partnership (the
"Partnership") formed pursuant to that certain Amended and Restated Limited
Partnership Agreement, dated as of February 27, 1997 (but prior to giving effect
to this First Amendment, the "Amended and Restated Limited Partnership
Agreement");
WHEREAS, Alenco Iroquois Pipelines Inc. ("Alenco") proposes to sell its
Percentage Interest in the Partnership and TCPL Northeast Ltd. ("TCPL") wishes
to purchase 100% of Alenco's Percentage Interest upon the terms and conditions
set forth in that certain Purchase and Sale Agreement dated as of January 27,
1999 (the "Purchase and Sale Agreement") between Alenco and TCPL;
NOW THEREFORE, in consideration of the mutual covenants, agreements and
promises as hereinafter set forth and for other good and valuable consideration
the receipt and sufficiency of which hereby is acknowledged, the Parties,
intending to be legally bound, mutually covenant and agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms
used herein shall have the meaning set forth in the Amended and
Restated Limited Partnership Agreement.
2. Amendments to the Limited Partnership. The Amended and Restated
Limited Partnership Agreement is hereby amended as follows:
(a) The text of Section 1.2 is hereby deleted in its entirety
and shall be replaced as follows: "TCPL Northeast Ltd.
(hereinafter called "TCPL"), a corporation organized under
the
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First Amendment
January 1999
laws of Delaware, with its principal offices in Shelton,
Connecticut and address for purposes of notice under
Section 13.2 at 601 Thirteenth Street, N.W., Suite 350
South, Washington, D.C., 20005, Attention: L. Levine."
(b) The second sentence of Section 3.1 is hereby amended to
read as follows: "The first bloc (hereinafter referred to
as the "Canadian Bloc") shall be comprised of TCIL and
TCPL, Affiliates of which are Canadian companies.
(c) Schedule A to the Amended and Restated Limited Partnership
Agreement is hereby amended in its entirety to read as set
forth on Schedule A attached hereto.
3. Assumptions. TCPL, the purchaser of Alenco's Percentage Interest
under the Purchase and Sale Agreement, by its execution hereof,
confirms for the benefit of Alenco, the Partnership and each
other Partner its assumption of all of the obligations and
liabilities of Alenco under the Amended and Restated Limited
Partnership Agreement to the extent of the Percentage Interest so
purchased, whether such obligations and liabilities arose prior
to or after the effective date hereof.
4. Release of Alenco. Each of the Parties by executing this First
Amendment hereby acknowledges and agrees that Alenco shall be
relieved and forever released of all obligations and liabilities
under the Amended and Restated Limited Partnership Agreement
whether such obligations and liabilities arose prior to or after
the effective date hereof.
5. Waiver and Consent. In connection with the transaction
contemplated by the Purchase and Sale Agreement, each of the
Parties hereby (i) waives any rights which it may have under the
Amended and Restated Limited Partnership Agreement to receive
written notice of Alenco's acceptance of an offer to purchase its
Percentage Interest and to exercise a right of first refusal to
purchase such Percentage Interest and (ii) consents to the sale
by Alenco of its Percentage Interest on the terms and
conditions set forth in the Purchase and Sale Agreement.
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First Amendment
January 1999
6. Effectiveness. Upon execution of this First Amendment by the
authorized officers of the Parties, this First Amendment shall be
effective as of January 27, 1999.
7. Further Assurances. Each of the Parties agrees to execute and
deliver all such other additional instruments and documents and
to do such other acts and things as may be reasonably necessary
to effectuate this First Amendment and carry on the Partnership
business in accordance with the Amended and Restated Limited
Partnership Agreement as amended by this First Amendment. The
Parties hereby authorize a general partner to execute and file an
Amended and Restated Certificate of Limited Partnership to
reflect the withdrawal of Alenco as a general partner of the
Partnership.
8. Counterparts. This First Amendment may be executed in
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
9. Headings. The headings contained in this First Amendment are for
reference purposes only and shall not affect the meaning or
interpretation of this First Amendment or the Amended and
Restated Limited Partnership Agreement.
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be
executed by their respective duly authorized officers as of the date first
written above.
TRANSCANADA IROQUOIS LTD. TCPL NORTHEAST LTD.
By By
----------------------------------- --------------------------------
By By
----------------------------------- --------------------------------
NORTHEAST TRANSMISSION CO. NJNR PIPELINE COMPANY
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First Amendment
January 1999
By By
----------------------------------- --------------------------------
JMC-IROQUOIS, INC. LILCO ENERGY SYSTEMS, INC.
By By
----------------------------------- --------------------------------
ANR IROQUOIS, INC. ANR NEW ENGLAND PIPELINE COMPANY
By By
----------------------------------- --------------------------------
CNG IROQUOIS, INC. ALENCO IROQUOIS PIPELINES INC.
By By
----------------------------------- --------------------------------
TEN TRANSMISSION COMPANY
By
-----------------------------------
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First Amendment
January 1999
1/27/99
REVISED
SCHEDULE A
PERCENTAGE INTERESTS
Bloc Partner Percentage Interest
---- ------- -------------------
General Limited Total
------- ------- -----
Canadian TCIL 29.00 29.00
TCPL 6.00 6.00
----- -----
35.00 35.00
LDC NETCO 18.07 1.33 19.40
JMC-Iroquois 4.57 .36 4.93
ENI Company 4.46 .41 4.87
NJNR 2.80 2.80
LESCO 1.00 1.00
----- ---- -----
30.90 2.10 33.00
U.S. Interstate ANR/NEP 9.40 9.40
ANR Iroquois 6.60 6.60
CNG Iroquois 16.00 16.00
----- -----
32.00 32.00
