Common use of Capital Contributions Relating to Exchange Offer Clause in Contracts

Capital Contributions Relating to Exchange Offer. (i) Subject to the Securities and Exchange Commission notifying the Partnership that is has no further comments and the Partnership requesting acceleration of the effectiveness of the Registration Statement, within 2 Business Days prior to mailing to holders of depositary units the definitive offering materials relating to the Exchange Offer, the General Partner may make a call for Capital Contributions in the aggregate amount set forth in Section 4.2(a), which call for Capital Contributions shall give Partners at least 2 Business Days advance notice of the date Capital Contributions are due. Following such call, each Partner agrees to contribute to the Partnership the amount of cash set forth opposite such Partner’s name on Exhibit A on or before the date specified in the call so that, on the date of such mailing and commencement of the Exchange Offer, the Partnership has received such Capital Contributions. The Capital Contributions of the Partners shall be made in cash by wire transfer of immediately available funds to an escrow account established by the General Partner. No Partner shall be required to contribute more than the amount set forth opposite such Partner’s name on Exhibit A as part of the initial capital call. (ii) Pending (A) the expiration of the Exchange Offer and acceptance by the Fund of at least 51% of the outstanding depository units of NGT in exchange for common units of the Fund and (B) the making of the $20.05 million capital contribution by the Partnership to the Fund, all Capital Contributions shall be held in escrow pursuant to an escrow agreement approved by a Majority Interest of the Limited Partners, the form of which is attached hereto as Exhibit 4.4(a)(ii), and the Partnership shall cause such Capital Contributions to be invested only in short term investments specified in such escrow agreement. Without approval by a Majority Interest of the Limited Partners, the General Partner shall not agree to any alteration, amendment, modification or revocation of the escrow agreement. (iii) The release of the Capital Contributions to the Fund or the return of the Capital Contributions to the Partners from such escrow account will take place upon the expiration date of the Exchange Offer. If the Exchange Offer expires and depositary units constituting at least 51% of the outstanding NGT depositary units are not accepted for exchange thereunder, then, within 3 Business Days after such expiration, the escrow account will be closed and the funds held in the escrow account, and any interest attributable thereto, shall, subject to Section 4.4(b), be returned to the Partners in proportion to their respective Capital Contributions. (iv) If the Exchange Offer expires and NGT depositary units constituting at least 51% of the outstanding NGT depositary units are accepted for exchange Table of Contents thereunder, then the Partnership shall contribute to the Fund a total of $20.05 million, such contribution to be made in respect of the following: (A) the 1% general partner interest and the incentive distribution rights in the Fund; (B) to purchase subordinated units of the Fund at a price per unit equal to the lesser of (i) the average intraday trading price of NGT depositary units for the ten trading days prior to mailing the Exchange Offer or (ii) $32.00 (hereinafter the “Purchase Price”); and (C) $50,000 to purchase the Warrants from the Fund.

Capital Contributions Relating to Exchange Offer. (i) Subject to the Securities and Exchange Commission notifying the Partnership that is has no further comments and the Partnership requesting acceleration of the effectiveness of the Registration Statement, within 2 Business Days prior Prior to mailing to holders of depositary units the definitive offering materials relating to the Exchange Offer, but in no event earlier than September 19, 2005, the General Partner may make a call for Capital Contributions in the aggregate amount set forth in Section 4.2(a), which call for Capital Contributions shall give Partners at least 2 Business Days advance notice of the date Capital Contributions are due$20.05 million. Following such call, each Partner agrees to contribute to the Partnership the amount of cash set forth opposite such Partner’s 's name on Exhibit A on or before the date specified in the call so that, on the date of such mailing and commencement of the Exchange Offer, the Partnership has received such Capital Contributions. The Capital Contributions of the Partners shall be made in cash by wire transfer of immediately available funds to an escrow account established by the General Partner. No Partner shall be required to contribute more than the amount set forth opposite such Partner’s 's name on Exhibit A as part of the initial capital call. (ii) Pending (A) the expiration of the Exchange Offer and acceptance by the Fund of at least 51% of the outstanding depository units of NGT in exchange for common units of the Fund and (B) the making of the $20.05 million capital contribution by the Partnership to the Fund, all Capital Contributions shall be held in escrow pursuant to an escrow agreement approved by a Majority Interest of the Limited Partners, the form of which is attached hereto as Exhibit 4.4(a)(ii), and the Partnership shall cause such Capital Contributions to be invested only in short term investments specified in such escrow agreement. Without approval by a Majority Interest of the Limited Partners, the General Partner shall not agree to any alteration, amendment, modification or revocation of the escrow agreement. (iii) The release of the Capital Contributions to the Fund or the return of the Capital Contributions to the Partners from such escrow account will take place upon the expiration date of the Exchange Offer. If the Exchange Offer expires and depositary units constituting at least 51% of the outstanding NGT depositary units are not accepted for exchange thereunder, then, within 3 Business Days after such expiration, the escrow account will be closed and the funds held in the escrow account, and any interest attributable thereto, shall, subject to Section 4.4(b), be returned to the Partners in proportion to their respective Capital Contributions. (iv) If the Exchange Offer expires and NGT depositary units constituting at least 51% of the outstanding NGT depositary units are accepted for exchange Table of Contents thereunder, then the Partnership shall contribute to the Fund a total of $20.05 million, such contribution to be made in respect of the following: (A) the 1% general partner interest and the incentive distribution rights in the Fund; (B) to purchase subordinated units of the Fund at a price per subordinated unit equal to the lesser of (i) the average intraday intra-day trading price of NGT per depositary units unit for the ten trading days prior before the mailing of the prospectus related to mailing the Exchange Offer or (ii) Merger, but in no event at a price greater than $32.00 (hereinafter the “Purchase Price”)per subordinated unit; and (C) $50,000 to purchase the Warrants from the Fund.

Capital Contributions Relating to Exchange Offer. (i) Subject to the Securities and Exchange Commission notifying the Partnership that is has no further comments and the Partnership requesting acceleration of the effectiveness of the Registration Statement, within 2 Business Days prior to mailing to holders of depositary units the definitive offering materials relating to the Exchange Offer, the General Partner may make a call for Capital Contributions in the aggregate amount set forth in Section 4.2(a), which call for Capital Contributions shall give Partners at least 2 Business Days advance notice of the date Capital Contributions are due. Following such call, each Partner agrees to contribute to the Partnership the amount of cash set forth opposite such Partner’s name on Exhibit A on or before the date specified in the call so that, on the date of such mailing and commencement of the Exchange Offer, the Partnership has received such Capital Contributions. The Capital Contributions of the Partners shall be made in cash by wire transfer of immediately available funds to an escrow account established by the General Partner. No Partner shall be required to contribute more than the amount set forth opposite such Partner’s name on Exhibit A as part of the initial capital call. (ii) Pending (A) the expiration of the Exchange Offer and acceptance by the Fund of at least 51% of the outstanding depository units of NGT in exchange for common units of the Fund and (B) the making of the $20.05 million capital contribution by the Partnership to the Fund, all Capital Contributions shall be held in escrow pursuant to an escrow agreement approved by a Majority Interest of the Limited Partners, the form of which is attached hereto as Exhibit 4.4(a)(ii), and the Partnership shall cause such Capital Contributions to be invested only in short term investments specified in such escrow agreement. Without approval by a Majority Interest of the Limited Partners, the General Partner shall not agree to any alteration, amendment, modification or revocation of the escrow agreement. (iii) The release of the Capital Contributions to the Fund or the return of the Capital Contributions to the Partners from such escrow account will take place upon the expiration date of the Exchange Offer. If the Exchange Offer expires and depositary units constituting at least 51% of the outstanding NGT depositary units are not accepted for exchange thereunder, then, within 3 Business Days after such expiration, the escrow account will be closed and the funds held in the escrow account, and any interest attributable thereto, shall, subject to Section 4.4(b), be returned to the Partners in proportion to their respective Capital Contributions. (iv) If the Exchange Offer expires and NGT depositary units constituting at least 51% of the outstanding NGT depositary units are accepted for exchange Table of Contents thereunder, then the Partnership shall contribute to the Fund a total of $20.05 million, such contribution to be made in respect of the following: (A) the 1% general partner interest and the incentive distribution rights in the Fund; (B) to purchase subordinated units of the Fund at a price per unit equal to the lesser of (i) the average intraday trading price of NGT depositary units for the ten trading days prior to mailing the Exchange Offer or (ii) $32.00 (hereinafter the “Purchase Price”); and (C) $50,000 to purchase the Warrants from the Fund.