MARKETING PARTNERSHIP AGREEMENT
This Partnership Agreement ("Agreement") is made and entered into as of
this 23rd day of September, 1997, by and among Coastal Gas Marketing DirectLink
Corp., a Delaware corporation ("ANR Participant"), MGS Marketing Corp., a
Delaware corporation ("MidCon Participant"), Niagara Independence Marketing
Company, a Delaware corporation ("NF Participant") and Xxxxxxxx Independence
Marketing Company a Delaware corporation ("Transco Participant") (herein
referred to collectively as the "Participants" and individually as a
"Participant").
WHEREAS, ANR Participant's Affiliate, ANR Independence Pipeline Company
("ANRIP") and Transco Participant's Affiliate, Transco Independence Pipeline
Company ("TIP"), have formed a general partnership known as Independence
Pipeline Company pursuant to a General Partnership Agreement dated September 23,
1997("Partnership Agreement") (for all purposes of this Agreement, capitalized
terms used herein and not otherwise defined herein shall have the meanings
attributed to them in the Partnership Agreement);
WHEREAS, ANRIP, TIP and Seneca Independence Pipeline Company ("SIP")
have negotiated a Partnership Interest Purchase and Sale Agreement ("SIP
Agreement"), and ANRIP, TIP and NGPL Independence Pipeline Company ("NGPLIP")
are involved in negotiations which, if successfully concluded, would lead to the
implementation of a Partnership Interest Purchase and Sale Agreement ("NGPLIP
Agreement") pursuant to which SIP, an Affiliate of NF Participant, and NGPLIP,
an Affiliate of MidCon Participant, would become Partners in the Partnership
pursuant to the terms and conditions of, and upon satisfaction of the conditions
precedent set forth in, the SIP Agreement and the NGPLIP Agreement,
respectively;
WHEREAS, the Participants have had discussions regarding the formation
of a partnership to buy and sell gas on, and to be a firm shipper on, the
Facilities and the SupplyLink Expansion Project ("SupplyLink ") of ANR Pipeline
Company ("ANR") and such other expansion projects and/or other available
capacity as the Participants may mutually agree to include ("Other Projects");
and
WHEREAS, the Participants desire to form such partnership pursuant to
the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and intending to be bound, the Participants hereby
agree as follows:
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ARTICLE I
BUSINESS ORGANIZATION/OWNERSHIP/MANAGEMENT
1.1 Formation of General Partnership. The Participants hereby create a
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general partnership pursuant to the partnership law of the State of Delaware
effective as of the date of execution of this Agreement, which shall be the date
first above written. The name of the partnership shall be DIRECTLINK GAS
MARKETING COMPANY ("Marketing Partnership"). The purpose of the Marketing
Partnership shall be to buy and sell gas on, and to be a firm shipper on, the
Facilities, the SupplyLink and/or the Other Projects and to conduct such other
business activities as may be necessary or incidental in connection therewith.
The principal offices of the Marketing Partnership shall be at 0 Xxxxxxxx Xxxxx,
00xx Xxxxx, Xxxxxxx, Xxxxx 00000. The term of the Marketing Partnership shall be
twenty five years or such other period to which the Participants shall agree.
1.2 Ownership Interests. Subject to the other provisions of this
--------------------
Article 1, the Participants will each have a twenty-five percent (25%) ownership
interest in the Marketing Partnership. Each of the Participants has (i) the
right to participate in the management and conduct the business of the Marketing
Partnership in proportion to its ownership interest in the Marketing
Partnership, (ii) the right to share in all items of the Marketing Partnership's
income, gain, loss deduction or credits and in all cash or other distributions
in proportion to its respective ownership interest, and (iii) the obligation to
contribute the funds necessary to carry out the purpose for which the Marketing
Partnership was formed in proportion to its respective ownership interest. All
matters to be decided by the Participants or the Management Committee of the
Marketing Partnership shall be decided by a unanimous vote of the Participants,
or their representatives on such Management Committee unless otherwise agreed.
1.3 Additional Participants. Unless the Participants otherwise agree,
------------------------
if a new party is admitted as an Additional Partner in the Partnership, then
each of the Participants shall convey (at the value of the appropriate
proportion of the Participants' capital accounts or such other compensation as
the Participants shall agree) a pro rata portion of its ownership interest in
the Marketing Partnership to such of its Affiliates as the Additional Partner
shall designate so that the Additional Partner's Affiliate will have the same
ownership interest in the Marketing Partnership as the Additional Partner has in
the Partnership.
1.4 Transfer of Interests. Unless the Participants otherwise agree, if
---------------------
a Partner transfers all or part of its Percentage Interest in the Partnership
pursuant to Sections 11.1.2 and 11.1.3 of the Partnership Agreement, the
Participant which is an Affiliate of such transferring Partner shall be required
to transfer to such Affiliate designated by the Person to whom the Percentage
Interest in the Partnership is transferred an equivalent ownership interest in
the Marketing Partnership. The transfer of a Participant's ownership interest in
the Marketing Partnership shall be on the same terms and conditions as the offer
for the
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purchase of the interest in the Marketing Partnership made by the Offeror in the
case of a transfer under Section 11.1.2 of the Partnership Agreement or equal to
the amount of such Participant's capital account in the Marketing Partnership at
the time of transfer in the case of a transfer under Section 11.1.3 of the
Partnership Agreement. Except as otherwise provided herein, no Participant shall
be allowed to transfer all or any portion of its ownership interest in the
Marketing Partnership.
1.5 Withdrawal.
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(a) If, in the case of MidCon Participant, the NGPLIP Agreement is
not signed by October 15, 1997, or if either NGPLIP or SIP does
not close their respective purchase of a Percentage Interest in
the Partnership pursuant to the NGPLIP Agreement or the SIP
Agreement, as the case may be, or if either MidCon Participant
or NF Participant does not receive requisite Board or SEC
approval(s), as the case may be, MidCon Participant or NF
Participant shall withdraw from the Marketing Partnership. Upon
such withdrawal, the MidCon Participant or NF Participant will
be paid the positive balance of its capital account in the
Marketing Partnership within sixty (60) days of such withdrawal.
(b) Unless the Participants otherwise agree, if a Partner withdraws
from the Partnership, the Affiliate of such Partner that is a
Participant must withdraw from the Marketing Partnership and
will only be entitled to a return of its capital account in the
Marketing Partnership if its Affiliate is entitled to a return
of its Capital Account in the Partnership which return shall be
made at the same time its Affiliate's Capital Account is
returned.
(c) Except as provided in Sections 1.5(a) and 1.5(b) above, a
Participant that withdraws from the Marketing Partnership shall
not be entitled to any compensation, return of capital or other
payment from the Marketing Partnership.
(d) Any Participant that withdraws from the Marketing Partnership
shall remain obligated for all liabilities attributable to its
respective ownership interest accruing on or prior to the date
of its withdrawal, excluding any such liabilities maturing after
such withdrawal but originating from actions taken prior thereto
including, without limitation, the Precedent Agreements
referenced in Section 2.1 of this Agreement. Moreover, if a
Participant that withdraws has a deficit balance in its capital
account due to its failure to make a required capital
contribution, such Participant shall contribute to the Marketing
Partnership cash equal to the amount of such deficit balance
within sixty (60) days after the date of withdrawal.
(e) Effective on the date of a Participant's withdrawal, the
ownership interest of the remaining Participants shall be
increased pro rata so that the total of all ownership interests
continues to be 100% after such withdrawal.
Page 3
1.6 Management Committee. The business of the Marketing Partnership
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shall be managed by a management committee ("MP Management Committee") which
shall have exclusive authority and full discretion with respect to management of
the business of the Marketing Partnership, except that the Participants may
create a separate operating company, or otherwise arrange to manage the various
day-to-day activities of the Marketing Partnership, or as otherwise provided in
the restated partnership agreement referred to below. The MP Management
Committee shall consist of one representative designated by each of the
Participants by written notice to the other Participants. Each representative
shall have a vote equal to the ownership interest of the Participant he/she
represents. No Participant shall have authority to act for, or to assume any
obligation or responsibility on behalf of, the Marketing Partnership except as
otherwise provided in Section 2.1 below or except with the prior approval of the
MP Management Committee.
1.7 Business Procedures. The procedures to be utilized by the Marketing
-------------------
Partnership to buy and sell gas and to manage capacity will be established by
the MP Management Committee.
1.8 Capital Accounts. A capital account in the Marketing Partnership
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shall be maintained for each Participant in accordance with generally accepted
accounting principles as practiced on a consistent basis in the United States at
the time prevailing for companies engaged in a business similar to that of the
Marketing Partnership.
1.9 Representations and Warranties. Except as provided in Sections 1.11
------------------------------
and 1.12 below, each Participant hereby represents and warrants that the
execution and delivery of this Agreement, the formation or continuation of the
Marketing Partnership, as the case may be, and the performance of its
obligations hereunder will not contravene or conflict with any provision of law
applicable to or of the charter or bylaws of such Participant, or contravene,
conflict with or constitute a default under any indenture, mortgage, instrument
or other agreement of such Participant or any order, rule or regulation of any
court, commission or governmental agency applicable to such Participant. Each
Participant further represents, warrants and covenants that (a) it is, and for
as long as it is a Participant hereunder it will do or cause to be done all
things reasonably necessary to continue to be, a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation, (b) it will not, without the prior consent of the MP Management
Committee, (i) incur any indebtedness (direct or contingent) for borrowed money
or through guarantees of third party obligations (except indebtedness incurred
as a result of being a Participant) or (ii) acquire any assets or enter into or
conduct any business or activity of any kind, except to the extent necessary or
appropriate in connection with the performance by it of the terms of this
Agreement or incidental to its status as a Participant, (c) this Agreement has
been duly authorized, executed and delivered by such Participant and is its
valid and binding agreement, enforceable in accordance with the terms hereof,
except as such enforceability may be limited by applicable law, and (d) the
Person that owns 100% of the capital stock of such Participant is listed in
Appendix A and that such Person has, and at all times while such s:\ ...
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Person owns such capital stock it will continue to have, material and
substantial assets other than such capital stock.
1.10 PUHCA.
-----
a. Each Participant other than NF Participant represents and
warrants to each other Participant, and not otherwise, that it
is neither (i) a "holding company" nor (ii) a "subsidiary
company" or "affiliate" of a "holding company" other than a
"holding company" that is exempt from all liabilities,
obligations and duties imposed upon a "holding company" by the
provisions of PUHCA and the rules and regulations promulgated
thereunder (other than Section 9(a)(2) of PUHCA).
b. No Participant shall make any transfer or take any other action
which, at the time of such transfer or action, would cause the
Marketing Partnership or any other Participant to be (or to be
subject to any liability, duty or obligation of) a "holding
company", "subsidiary company" or an "affiliate" of a "holding
company," other than a "holding company" which is exempt from
all liabilities, obligations and duties imposed upon a "holding
company" by the provisions of PUHCA and the rules and
regulations promulgated thereunder (other than Section 9(a)(2)
of PUHCA).
c. No Participant shall make any transfer or take any other action
which, at the time of such transfer or action, would cause the
Marketing Partnership or any Participant to be subject to
regulation, or otherwise subject to any liability, duty or
obligation under a Successor Statute.
d. In the event that, due to a Participant's ownership of its
ownership interest, another Participant or the Marketing
Partnership (i) is subject to regulation under PUHCA or loses
its exemption under Rule 16, or (ii) is subject to any
liability, obligation or duty imposed by a Successor Statute,
the Participant owning such ownership interest shall diligently
and in good faith find another Person to whom its ownership
interest may be transferred in accordance with the provisions of
Section 1.4 of this Agreement, and subject to the prior
unanimous approval of the MP Management Committee which shall
not be unreasonably withheld.
e. Each Participant represents and warrants to each other
Participant, and not otherwise, that such Participant will not
transfer any interest in the Marketing Partnership or take any
other action, which transfer or action would cause fifty percent
(50%) or more of the ownership interests in the Marketing
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Partnership to be held by Persons which are regulated "holding
companies", or "subsidiaries" or "affiliates" of regulated
"holding companies".
f. For the purposes of this Section 1.10, (i) the terms
"affiliate", "subsidiary", "subsidiary company", and "holding
company" shall be defined as those respective terms are defined
in PUHCA, and (ii) neither the actual nor the potential exercise
by any Governmental Authority of any discovery device respecting
any Person, nor any Person's amenability to such exercise shall
constitute "regulation" of such Person under any Successor
Statute or be deemed a "liability", "duty", or "obligation" of
such Person, as the quoted words are used in this Section 1.10.
1.11 Board Approvals. MidCon Participant's continued participation in
---------------
the Marketing Partnership is subject to receipt of approval from the Occidental
Petroleum Corporation's Board of Directors authorizing such continued
participation in the Marketing Partnership. MidCon Participant will take such
actions as may be necessary to seek such requisite Board approval no later than
November 30, 1997. The other Participants hereby acknowledge that (a) they have
received no assurance that such approvals will be obtained, and (b) such
approvals may be withheld for any reason. In the event MidCon Participant does
not obtain such Board approval on or before November 30, 1997, MidCon
Participant shall (i) provide written notification to the Participants by
December 1, 1997 and (ii) withdraw from the Marketing Partnership pursuant to
Section 1.5.
1.12 PUHCA Approvals. NF Participant's continued participation in the
---------------
Marketing Partnership is subject to receipt of the approvals and authorizations
from the Securities and Exchange Commission pursuant to PUHCA which are
necessary to enable NF Participant to continue to participate in the Marketing
Partnership. NF Participant will file all material applications and other
documents necessary or appropriate with respect to such SEC approvals and
authorizations within ten (1 0) business days of its execution of this
Agreement, and will exercise its best efforts to cause each relevant Affiliate
of NF Participant to do likewise. NF Participant will take such further actions
as may be appropriate and reasonably necessary to obtain such SEC approvals and
authorizations on or before February 27, 1998, and will exercise its best
efforts to cause each relevant Affiliate to do likewise. In the event NF
Participant does not obtain such SEC approvals on or before such date, NF
Participant shall (i) provide written notification to the Participants prior to
February 27, 1998 and (ii) withdraw from the Marketing Partnership pursuant to
Section 1.5.
1.13 Antitrust and Regulatory Guidelines. The operation of the
--------------------------------------
Marketing Partnership shall be executed in a manner consistent with antitrust
guidelines which shall be adopted by the unanimous consent of the Participants,
within 90 days of the date hereof, prior to the Marketing Partnership planning
its strategies with regard to any of the transactions contemplated in Section
1.1 above or engaging in any such transactions, except for the commitments set
forth in Section 2.1 of this Agreement. The Marketing
Page 6
Partnership shall also comply with all applicable rules and regulations of any
Governmental Authority having jurisdiction.
1.14 Assignment to Affiliate. Any Participant may assign its ownership
-----------------------
interest in the Marketing Partnership to a financially responsible Affiliate
without the prior written consent of the other Participants subject always to
compliance with the terms of this Agreement.
ARTICLE 11
COMMITMENTS FOR TRANSPORTATION CAPACITY
2.1 Initial Capacity Commitments. The Marketing Partnership will
------------------------------
initially execute a Precedent Agreement in the form attached hereto as Appendix
B with Independence Pipeline Company for 500,000 Dth per day of firm annual
capacity and 62,500 Dth per day of winter capacity for a term of 10 years at the
maximum tariff rate. The Marketing Partnership shall also execute a Precedent
Agreement in the form attached hereto as Appendix C with ANR for 506,586 Dth per
day of firm annual capacity on the SupplyLink from receipt point(s) at the
interconnection of the SupplyLink with the facilities of Natural Gas Pipeline
Company of America and the proposed facilities of Northern Border Pipeline
Company and those of Alliance Pipeline LP in northeastern Illinois to a delivery
point at the interconnection of the SupplyLink with the Facilities of the
Partnership for a term of 1 0 years at a rate of $0.13 per Dth. The Marketing
Partnership shall specify the volumes for each receipt point prior to execution
of a Transportation Service Agreement with ANR. These Precedent Agreements will
be executed by September 24, 1997. Xxxxxx X. Xxxxxxxxx is hereby appointed as
agent and attorney-in-fact of the Marketing Partnership and is hereby authorized
to execute the Precedent Agreements and such other documents as are unanimously
approved by the Participants on behalf of the Marketing Partnership.
2.2 SIP's Capacity. The Marketing Partnership will not be responsible
--------------
for marketing SIP's Affiliate's individual capacity subscription pursuant to the
SIP Agreement if SIP withdraws from the Partnership.
2.3 Capacity on Other Projects. The Marketing Partnership will evaluate
--------------------------
committing to capacity on Other Projects including, but not limited to Transco's
MarketLink Expansion Project and will notify Transco of its decision with
respect to the MarketLink no later than thirty (30) days after the date hereof.
Page 7
ARTICLE III
EXPENDITURES
3.1 Costs. All third party costs and expenses of the Marketing
-----
Partnership will be shared by the Participants in proportion to their ownership
interests. Sharing of other costs and expenses shall be as determined by the MP
Management Committee.
3.2 Limit on Expenditures. Between the date of this Agreement and the
----------------------
date that the restated partnership agreement is executed as provided in Section
4.1. below, each Participant will obtain consent (written or oral) from each
other Participant prior to incurring any single expense greater than $10,000 or
total expenditures greater than $25,000 in furtherance of the Marketing
Partnership.
ARTICLE IV
MISCELLANEOUS
4.1 Partnership Agreement. The Participants shall proceed immediately
----------------------
and in good faith to negotiate the terms and conditions of a restated
partnership agreement which will include all of the terms and conditions of this
Agreement and terms and conditions substantially similar to those contained in
Sections 5.2 through 5.6, Sections 6 through 8, Section 9.1.1, Section 9.2,
Sections 9.6 through 9.8, Sections 10 through 14 (except for Sections 1 1. 1.2
and 1 1. 1.3) of the Partnership Agreement, and no Participant shall be required
to agree to any other terms and conditions. The restated partnership agreement
shall be executed by the Participants within ninety (90) days of the date
hereof.
4.2 Entire Agreement. From and after the date hereof, this Agreement
-----------------
reflects the whole and entire agreement among the Participants and supersedes
all prior agreements among the Participants related to the subject matter
hereof.
4.3 Notice. If any Participant receives a notice to or on behalf of the
------
Marketing Partnership, such Participant shall immediately transmit such notice
to all Participants. Any notice or other communication shall be in writing and
may be sent by (a) personal delivery (including delivery by a courier service),
(b) registered or certified mail, postage prepaid, addressed to each of the
Participants at the addresses set forth below or (c) facsimile transmission to
the following telephone numbers:
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Coastal Gas Marketing DirectLink Corp.
0 Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: President
Telephone: (000) 000-0000
Fax: (000) 000-0000
MGS Marketing Corp.
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Executive Vice President
Telephone: (000) 000-0000
Fax: (000) 000-0000
Niagara Independence Marketing Company
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: President
Telephone: (000) 000-0000
Fax: (000) 000-0000
Xxxxxxxx Independence Marketing Company
Xxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: President
Telephone: (000) 000-0000
Fax:
Notices shall be deemed given upon receipt, and a notice to all
Participants or multiple Participants shall be deemed given when received by the
last Participant to receive same. Any Participant may change its address or
facsimile number for notices by providing notice of any such change to each of
the other Participants.
4.4 Governing Law. This Agreement shall be governed by and interpreted
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in accordance with the laws of the State of Delaware, without regard to the
principles of conflicts of laws. In the event that any provision of this
Agreement shall be deemed to conflict with any provision of the partnership law
of the State of Delaware the provisions of such law shall, to the extent
required by such law, be controlling.
4.5 Counterparts. This Agreement 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.
Page 9
4.6 No Waiver. No waiver by any Participant of any default by any other
---------
Participant in the performance of any provision, condition or requirement herein
shall be deemed to be a waiver of, or in any manner release said Participant
from the performance of any other provision, condition or requirement herein;
nor shall such waiver be deemed to be a waiver of, or in any manner a release
of, said Participant from future performance of the same provision, condition or
requirement. Any delay or omission of any Participant to exercise any right
hereunder shall not impair the exercise of any such right, or any like right,
accruing to it thereafter. No waiver of a right created by this Agreement by one
or more Participants shall constitute a waiver of such right by the other
Participants except as may otherwise be required by law with respect to Persons
not parties hereto. The failure of one or more Participants to perform their
obligations hereunder shall not release the other Participants from the
performance of their obligations.
4.7 Subject to Applicable Laws. This Agreement and the obligations of
---------------------------
the Participants hereunder are subject to all applicable laws, rules, orders and
regulations of Governmental Authorities having jurisdiction and, in the event of
conflict, such laws, rules, orders and regulations of Governmental Authorities
having jurisdiction shall control.
4.8 Future Business Activities. Participation in the Marketing
-----------------------------
Partnership shall not in any way restrain any Participant's Affiliates in other
present or future business activities, whether or not any such activity is
directly or indirectly competitive with the business of the Marketing
Partnership or any other Participant's Affiliates, or in any way preclude or
restrict any of such Affiliates from entering into a joint venture, partnership
or other business arrangement with the Marketing Partnership. No Participant's
Affiliate shall under any circumstances be obliged or bound to offer or present
to the Marketing Partnership any business opportunity offered to such Affiliate
as a prerequisite to the acquisition of or investment in such business
opportunity by such Affiliate or owe any fiduciary obligation to the Marketing
Partnership or any Participant's Affiliate.
4.9 Confidentiality. Except as hereinafter provided, the Marketing
---------------
Partnership and each Participant shall treat as confidential, and not disclose
to any Person not authorized by the MP Management Committee to receive
confidential information, any information obtained either directly or indirectly
from any other Participant pursuant to this Agreement and designated by such
Participant as confidential, or other confidential information developed or
acquired by the MP Management Committee, unless such confidential information
(a) was already properly in the possession of the receiving Participant at the
time it obtained such confidential information hereunder, (b) was or is
published or otherwise is or becomes generally available to the public through
no fault of such receiving Participant, (c) was or is made available to such
Participant without restriction by any Person or entity which is not bound by,
and does not impose, an obligation of confidentiality or use with respect
thereto or (d) was or is required to be disclosed by applicable law, rule or
regulation or pursuant to an order of a court or administrative body having
jurisdiction. Furthermore, neither the Marketing Partnership nor any Participant
shall (i) use any such confidential information (other than its own) for any
Page 10
purpose other than in connection with the activities of the Marketing
Partnership pursuant to this Agreement or (ii) disclose, reveal or otherwise
make any such confidential information (other than its own) available to any
unauthorized Person without the prior written consent of the other Participants
hereunder, unless such disclosure is required by operation of law or regulation.
The Participants and the MP Management Committee shall establish and enforce
reasonable procedures for the protection of confidential information and shall
restrict disclosure of such information to as few as possible of the employees,
officers, agents of each Participant and the Marketing Partnership, and only to
those who need to know such information in connection with the purposes of the
Marketing Partnership as set forth herein. Each Participant and the MP
Management Committee shall take such reasonable and prudent steps and
precautionary measures as are required to ensure compliance with this Section
4.9. by such of their employees, officers, agents, and other Persons as shall be
given access to such confidential information and shall be responsible for
compliance by their employees, officers, agents and such other Persons. The
obligations of the Participants pursuant to this Section 4.9. shall survive the
termination of this Agreement for a period of two years. The Participants agree
that no adequate remedy at law exists for a material breach or threatened
material breach of any of the provisions of this Section 4.9., the continuation
of which unremedied will cause the injured Participant to suffer irreparable
harm. Accordingly, the Participants agree that the injured Participant shall be
entitled, in addition to other remedies which may be available to it, to
immediate injunctive relief from any material breach of any of the provisions of
this Section 4.9. and to specific performance of its rights hereunder, as well
as to any other remedies available at law or in equity.
4.10 No Third Party Beneficiary. Except as expressly provided in this
---------------------------
Agreement, nothing herein expressed or implied is intended or shall be construed
to impose any obligation upon any person not a party hereto, or to confer upon
or to give to any Person not a party hereto any rights or remedies under or by
reason of this Agreement.
4.11 Publicity. Unless otherwise agreed, no press releases, public
---------
notices or other disclosures or publicity regarding this Agreement or the
transactions contemplated thereunder shall be made except to the extent required
by law or governmental regulations, and, then only after the content of such
release(s), notice(s) or disclosures has been agreed upon by the Participants.
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IN WITNESS WHEREOF, the Participants have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
Coastal Gas Marketing DirectLink Corp. Niagara Independence Marketing
Company
By: /s/ Donahld X. Xxxxxxxxx By: /s/ Xxxxx X. Back
------------------------------- -------------------------
Title: Title:
MGS Marketing Corp. Xxxxxxxx Independence Marketing
Company
By: /s/ Xxxxxx X. Xxxxxx By: /s/ H. D. Xxxxx II
------------------------------- -------------------------
Title: Senior Vice President Title:
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Marketing Partnership Agreement
Appendix A
Participant Person Owning Capital
----------- ---------------------
Coastal Gas Marketing DirectLink Corp. Coastal Gas Marketing Corp.
MGS Marketing Corp. MidCon Gas Services Corp.
Niagara Independence Marketing Company National Fuel Gas Company
Xxxxxxxx Independence Marketing Company Xxxxxxxx Energy Services Company
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