ELLISBURG-XXXXX NORTHEAST HUB COMPANY
ADMISSION AGREEMENT
This Admission Agreement is entered into this 12th day of June,
1995, by and among Ellisburg-Xxxxx Northeast Hub Company, a Pennsylvania general
partnership (the "Partnership"), Enerchange, L.L.C., a Delaware limited
liability company ("Enerchange"), Hub Services, Inc., a Delaware corporation
("HSI"), and Xxxxx Hub, Inc., a New York corporation ("LHI").
WITNESSETH
WHEREAS, LHI and HSI created the Partnership pursuant to that
certain Partnership Agreement dated and effective as of September 1, 1994 (the
"Partnership Agreement"); and
WHEREAS, Article XI of the Partnership Agreement provides that no
transfer of a Partnership interest to any Person shall be effective until the
transferring Partner and its Transferee shall have executed and delivered to all
other Partners an "appropriate document" as described in Section 11.1 of the
Partnership Agreement (LHI being the only such "other Partner"); and
WHEREAS, the parties desire that HSI shall transfer its Partnership
interest to Enerchange, and that this Admission Agreement shall constitute such
"appropriate document"; and
WHEREAS, contemporaneously with the execution of this Admission
Agreement HSI has executed an Assignment whereby HSI transfers its Partnership
interest to Enerchange;
NOW THEREFORE, in consideration of the mutual agreements, promises,
and undertakings set forth herein, the parties agree as follows:
1. Capitalized words appearing in this Admission Agreement shall
carry the definitions set forth in the Partnership Agreement unless the text of
this Admission Agreement states otherwise.
2. Upon execution of this Admission Agreement, Enerchange shall
become a Partner in the Partnership, shall be treated as a party to the
Partnership Agreement for all purposes, and shall be entitled to all profits,
losses and cash distributions pursuant to the Partnership Agreement to which HSI
would be entitled in the absence of this Admission Agreement.
3. Enerchange hereby ratifies and adopts the entirety of the
Partnership Agreement and agrees to accept all benefits granted to Partners in
the Partnership and to assume all the obligations imposed on Partners in the
Partnership, including, without limitation, the obligation to make all Capital
Contributions required of Partners pursuant to Section 1.6 of the Partnership
Agreement. The Partnership and Enerchange acknowledge that (i) Enerchange is not
required to make an Initial Capital Contribution pursuant to Section 1.4 of the
Partnership Agreement, (ii) Enerchange's agreement to make all other
Capital Contributions required by the Partnership agreement satisfies the
requirement of Section 1.6 of the Partnership Agreement and (iii) Enerchange is
not bound by the representations contained in Section 3.2 of the Partnership
Agreement.
4. Enerchange agrees to be bound by the terms of the Partnership
Agreement and all the other contractual liabilities of the Partnership. HSI and
Enerchange each represent and warrant to LHI and to the Partnership that the
Transfer is made in accordance with all applicable laws and regulations,
including, without limitation, securities laws.
5. Except as set forth in this Admission Agreement, the original
terms and conditions of the Partnership Agreement shall remain in full force and
effect.
6. The Capital Account positions of the Partners, after giving
effect to this Admission Agreement, would have been as follows as of April 30,
1995:
LHI $113,398.06
Enerchange $133,660.06
IN WITNESS WHEREOF, the parties have executed this Admission
Agreement as of the date first above written.
ELLISBURG-XXXXX NORTHEAST HUB COMPANY
By XXXXX HUB, INC., general partner
By: /s/ Xxxxxx X. XxXxxxxx
------------------------------------------
Xxxxxx X. XxXxxxxx
President
AND
By HUB SERVICES, INC., general partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxxx
Executive Vice President
ENERCHANGE, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------------
Title:_____________________
HUB SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxxx
Executive Vice President
XXXXX HUB, INC.
By: /s/ Xxxxxx X. XxXxxxxx
------------------------------------------
Xxxxxx X. XxXxxxxx
President
