RATIFICATION AND JOINDER
OF
ROYSTONE GAS PROCESSING PLANT
FACILITY CONSTRUCTION, OWNERSHIP AND OPERATING AGREEMENT
AND RELATED AGREEMENTS
THIS RATIFICATION AND JOINDER OF ROYSTONE GAS PROCESSING PLANT FACILITY
CONSTRUCTION, OWNERSHIP AND OPERATING AGREEMENT (this "Ratification Agreement")
is entered into effective as of September 30, 1999 by and among Upstate Energy
Inc., a New York corporation ("Buyer"), Elkhorn Operating Company, an Oklahoma
corporation ("Operator"), and Five Oaks, Inc., an Oklahoma corporation ("Five
Oaks"); and
WHEREAS, Operator, Five Oaks and Tenneco Gas Processing Company entered
into that certain Roystone Gas Processing Plant Facility Construction, Ownership
and Operating Agreement dated effective as of November 1, 1994 (the "Operating
Agreement"); and
WHEREAS, El Paso Field Services Company, a Delaware corporation
("Seller") is the successor in interest to Tenneco Gas Processing Company; and
WHEREAS, Buyer has acquired an undivided fifty (50%) percent interest
in the Roystone Plant, as more fully described in that certain Purchase and Sale
Agreement between Seller and Buyer dated as of September 30, 1999; and
WHEREAS, Seller, Five Oaks and National Fuel Gas Supply Corporation
("National Fuel") entered into a Gas Processing Contract dated as of October 17,
1994, as amended by two letter agreements dated as of October 17, 1994, an
additional letter agreement dated July 10, 1998 and by an amendment dated August
1, 1998 (collectively, the "Gas Processing Agreement"); and
WHEREAS, Seller, Five Oaks and National Fuel entered into a Facility
Land Lease and Easement Agreement dated as of October 17, 1994, as amended on
August 1, 1998 (collectively the "Lease");
NOW, THEREFORE, for good and valuable consideration of the mutual
promises exchanged herein, Buyer hereby agrees with Operator and Five Oaks as
follows:
1. Buyer hereby ratifies, adopts and approves the terms of the
Operating Agreement, the Gas Processing Agreement as amended, and the Lease as
amended, and consents to the release of the Guarantee which was Attachment 6 to
the Gas Processing Agreement.
2. Operator and Five Oaks hereby consent, for all purposes, to the
substitution of Buyer for Seller with respect to the Operating agreement, the
Gas Processing Agreement as amended, and the Lease as amended, and consent to
the release of the Guarantee which was Attachment 6 to the Gas Processing
Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Ratification and
Joinder Agreement as of the date first written above.
UPSTATE ENERGY INC.
By: /s/ Xxxxx X. Xxxx
-----------------
Name: Xxxxx X. Xxxx
-------------
President
Title:_______________________
ELKHORN OPERATING COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxx
------------------
Title: OWNER
-------------------
FIVE OAKS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxx
------------------
Title: PRESIDENT
------------------
a\daj\roystone\ratification
