IROQUOIS GAS TRANSMISSION SYSTEM, L.P. 6.63% Senior Notes due May 13, 2019 NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission • New York
IROQUOIS GAS TRANSMISSION SYSTEM, L.P., a Delaware limited partnership (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
PORTLAND NATURAL GAS TRANSMISSION SYSTEM AMENDED AND RESTATED OPERATING (MANAGEMENT) AGREEMENT — CANADAAgreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS AGREEMENT dated as of the 1st day of January, 2012, (the “Effective Date”) by and between PNGTS Operating Co., LLC, a Massachusetts limited liability company (hereinafter referred to as “Opco”) and 1120436 Alberta Ltd., an Alberta company (hereinafter referred to as “Serviceco”).
PORTLAND NATURAL GAS TRANSMISSION SYSTEM TWELFTH AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENTPartnership Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this “Twelfth Amendment”) is effective as of the 1st day of January, 2016 (the “Effective Date”) by and among TC PipeLines Intermediate Limited Partnership, a Delaware Limited Partnership, (“TCP Intermediate”), Northern New England Investment Company, Inc., a Vermont corporation, (“NNEIC”), and TCPL Portland Inc., a Delaware corporation, (“TCPL Portland”). The above-named entities are sometimes referred to in this Agreement individually as a “Party,” and collectively as the “Parties.”
PORTLAND NATURAL GAS TRANSMISSION SYSTEM Fourth Amendment to Amended and Restated Partnership AgreementPartnership Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this “Fourth Amendment”) is entered into as of the 31st day of March, 1998 by and among Natural Gas Development, Inc., EI Paso Energy Portland Corporation, Gaz Metro Portland Corp., JMC Portland (Investors) Inc., TCPL Portland, Inc. and MCNIC East Coast Pipeline Company (the “Current Partners”) who currently constitute all of the partners of Portland Natural Gas Transmission System (the “Partnership”), and NI Energy Services Development Corp., an Indiana corporation (“NESDC”).
PORTLAND NATURAL GAS TRANSMISSION SYSTEM Senior Secured Notes due 2018Note Purchase Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission • Vermont
PORTLAND NATURAL GAS TRANSMISSION SYSTEM, a Maine general partnership (the “Issuer”), agrees with the purchasers on the attached Schedule A (the “Initial Noteholders”) as follows:
PORTLAND NATURAL GAS TRANSMISSION SYSTEM THIRTEENTH AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENTPartnership Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS THIRTEENTH AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this “Thirteenth Amendment”) is effective as of the 1st day of June, 2017 (the “Effective Date”) by and among TC PipeLines Intermediate Limited Partnership, a Delaware Limited Partnership, (“TCP Intermediate”) and Northern New England Investment Company, Inc., a Vermont corporation, (“NNEIC”). The above-named entities are sometimes referred to in this Agreement individually as a “Party,” and collectively as the “Parties.”
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT, dated effective as of May 31, 2017 (this “Amendment”), is by and among TCPL NORTHEAST LTD., a Delaware corporation (“TCPL”), TRANSCANADA IROQUOIS LTD., a Delaware corporation (“TCIL” and, collectively with TCPL, “Sellers”) and TC PipeLines intermediate limited partnership, a Delaware limited partnership (“Buyer”). TCPL, TCIL and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in that certain Purchase and Sale Agreement, dated as of May 3, 2017, by and among the Sellers and the Buyer (such agreement, including the Schedules and Exhibits thereto, the “Purchase Agreement”).
PORTLAND NATURAL GAS TRANSMISSION SYSTEM FIRST AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENTPartnership Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS FIRST AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this “First Amendment”) is entered into and made effective as of the 23 day of May, 1996 by and among the undersigned, who constitute all of the partners of Portland Natural Gas Transmission System (the “Partnership”).
Portland Natural Gas Transmission System Third Amendment to Amended and Restated Partnership AgreementPartnership Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS THIRD AMENDMENT TO AMENDED AND RESIATED PARTNERSHIP AGREEMENT (this “Third Amendment”) is entered into this day of , 1998 by and among the undersigned, who constitute all of the partners of Portland Natural Gas Transmission System (the “Partnership”).
PORTLAND NATURAL GAS TRANSMISSION SYSTEM NINTH AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENTPartnership Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS NINTH AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this “Ninth Amendment”) is entered into as of the 3rd day of December, 2003, by and among TCPL Portland Inc., a Delaware corporation (“TCPL Portland”) and Northern New England Investment Company, Inc., a Vermont corporation, (“NNEIC”)
PORTLAND NATURAL GAS TRANSMISSION SYSTEM OPERATING (MANAGEMENT) AGREEMENTManagement) Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission • Maine
This Agreement dated as of the 2d day of October, 1996, by and between Portland Natural Gas Transmission System, a Maine general partnership (the “Partnership”), and PNGTS Operating Co., LLC, a Massachusetts limited liability company (hereinafter referred to as “PNGTS”).
SECOND AMENDMENT AND RELEASESecond Amendment and Release • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS AMENDMENT AND RELEASE (“Release”) is made and entered into and is effective for all purposes and in all respects as of the 1st day of April, 1998 (the “Effective Date”), by and among MCN Investment Corporation, a Michigan corporation, TransCanada PipeLines Limited, a Canadian corporation, TransCanada Pipeline USA Ltd., a Nevada corporation, EI Paso Natural Gas Company, a Delaware corporation, Gaz Metropolitain and Company, Limited Partnership, constituted under the laws of the Province of Quebec, Granite State Gas Transmission, Inc., a New Hampshire corporation, and NIPSCO Capital Markets, Inc., an Indiana corporation (referred to collectively herein as the “Sponsors”), Portland Natural Gas Transmission System, a Maine general partnership (the “Partnership”), and Bank of Montreal and TD Securities (USA), Inc., (collectively, the “Lenders”).
TRANSPORTATION SERVICE AGREEMENT Contract Identification FT18659Transportation Service Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission • Michigan
This Transportation Service Agreement (Agreement) is entered into by Great Lakes Gas Transmission Limited Partnership (Transporter) and ANR PIPELINE COMPANY(Shipper).
PORTLAND NATURAL GAS TRANSMISSION SYSTEM PARTNERSHIP ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST AND AMENDMENT NUMBER 7 OF THE PNGTS PARTNERSHIP AGREEMENTPNGTS Partnership Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST AND AMENDMENT NUMBER 7 OF THE PNGTS PARTNERSHIP AGREEMENT made this 28th day of June, 2001 (this “Assignment”), is by and among PNGTS Holding Corp. (formerly known as NI Energy Services Development Corp ), an Indiana corporation (“Holding Corp.”), Natural Gas Development, Inc., a Massachusetts corporation (“NGDI”) and Select Energy Portland Pipeline, Inc., a Connecticut corporation (“SEPPI” and together with NGDI and Holding Corp., collectively, the “Assignors”), MCNIC East Coast Pipeline Company (“MCN”), El Paso Energy Portland Corporation (“El Paso”), TCPL Portland Inc (“TCPL”) and Northern New England Investment Company, Inc. (“Gaz Met” and together with TCPL and El Paso, collectively, the “Assignees”) and Portland Natural Gas Transmission System, a Maine general partnership (“PNGTS” or the “Partnership”).
EIGHTH AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENTPartnership Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this “Eighth Amendment”) is entered into as of the 29th day of September, 2003 by and among TCPL Portland Inc., a Delaware corporation, (“TCPL Portland”), El Paso Energy Portland Corporation, a Delaware corporation, (“El Paso Portland”) and Northern New England Investment Company, Inc., a Vermont corporation, (“NNEIC”).
PRO FORMA GAS TRANSPORTATION CONTRACT FOR FIRM TRANSPORTATION SERVICEGas Transportation Contract • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
This Gas Transportation Contract (“Contract”) is made as of the 1st Day of July, 2010 by and between the Portland Natural Gas Transmission System, a Maine general partnership, herein “Transporter” and TRANSCANADA ENERGY LTD. a Canadian Corporation, herein “Shipper”, pursuant to the following recitals and representations:
PORTLAND NATURAL GAS TRANSMISSION SYSTEM ELEVENTH AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENTPartnership Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS ELEVENTH AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this “Eleventh Amendment”) is entered into as of the 17th day of March, 2008 by and among TCPL Portland Inc., a Delaware corporation, (“TCPL Portland”) and Northern New England Investment Company, Inc., a Vermont corporation, (“NNEIC”).
TRANSFER OF PARTNERSHIP INTEREST AGREEMENT AND AMENDMENT NO. 5 TO THE PORTLAND NATURAL GAS TRANSMISSION SYSTEM PARTNERSHIP AGREEMENT AND ASSIGNMENT AND ASSUMPTION OF EQUITY CONTRIBUTION AGREEMENT AND PLEDGE AGREEMENTPartnership Interest Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission • Maine
THIS AGREEMENT is by and among Gaz Metro Portland Corporation, a Delaware corporation with a place of business at 1717 du Havre Street, Canada, Montreal, Quebec H2K-2X3 (“Non-Surviving Partner”), and Northern New England Investment Company, Inc. a Vermont corporation with a place of business at c/o Northern New England Gas Corporation, 85 Swift Street, South Burlington, VT 05403 (“Surviving Partner”), and the Portland Natural Gas Transmission System, a Maine general partnership (the “Partnership”), and is made to be effective on the Effective Date, as such is defined in that certain Agreement and Plan of Merger by and among Northern New England Gas Corporation, a Vermont corporation, Surviving Partner, and Non-Surviving Partner, attached hereto as Exhibit “A”.
TENTH AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENTPartnership Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS TENTH AMENDMENT TO AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this “Tenth Amendment”) is entered into as of the 11th day of February, 2005 by and among TCPL Portland Inc., a Delaware corporation, (“TCPL Portland”) and Northern New England Investment Company, Inc., a Vermont corporation, (“NNEIC”).
PORTLAND NATURAL GAS TRANSMISSION SYSTEM AMENDED AND RESTATED PARTNERSHIP AGREEMENT AMONG NATURAL GAS DEVELOPMENT CORPORATION, TENNECO PORTLAND CORPORATION, GAZ METRO PORTLAND CORPORATION, JMC PORTLAND (INVESTORS), INC., TCPL PORTLAND INC. AND EAST...Partnership Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission • Maine
AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this “Agreement”) made as of this 1st day of March, 1996, by and among Natural Gas Development Corporation (“NGDC”) with offices at 300 Friberg Parkway, Westborough, Massachusetts 01581-5039, Tenneco Portland Corporation (“Tenneco”) with offices at 1010 Milam Street, Houston, Texas 77252-2511, Gaz Metro Portland Corporation (“Gaz Metro”) c/o Northern New England Gas Corporation, 85 Swift Street, South Burlington, Vermont 05403, JMC Portland (Investors), Inc., (“JMC”), with offices at One Bowdoin Square, Boston, Massachusetts 02114, TCPL Portland Inc., (“TCPL”), with offices at 111-Fifth Avenue S.W., Calgary, Alberta, Canada T2P 4K5, and East Coast Pipeline Company (“East Coast”), with offices at 500 Griswold Street, 10th Floor, Detroit, Michigan 48226 (each of NGDC, Tenneco, Gaz Metro, JMC, TCPL and East Coast being sometimes herein referred to individually as a “Partner” and collectively as the “Partners”).
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF IROQUOIS GAS TRANSMISSION SYSTEM, L.P. Dated as of: May 1, 2016Limited Partnership Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission • Delaware
This Third Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of May 1, 2016, is made by and among the following parties (each, a “Partner” and, collectively, the “Partners”): (i) TransCanada Iroquois Ltd. (hereinafter called “TCIL”), a corporation organized under the laws of the State of Delaware, with its principal offices and address at 700 Louisiana Street, Suite 700, Houston, Texas 77002-2700; (ii) TCPL Northeast Ltd. (hereinafter called “TCPL”), a corporation organized under the laws of the State of Delaware, with its principal offices and address at 700 Louisiana Street, Suite 700, Houston, Texas 77002-2700; (iii) Dominion Iroquois, Inc. (“Dominion Iroquois”), a corporation organized under the laws of the State of Delaware, with its principal offices and address at 445 West Main Street, Clarksburg, West Virginia 26302; and (iv) Iroquois GP Holding Company, LLC (hereinafter called “DMLP”), a limited liability company organized under the laws of the St
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission • New York
JPMorgan CREDIT AGREEMENT among IROQUOIS GAS TRANSMISSION SYSTEM, L.P., The Lenders and Other Financial Institutions Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of June 26, 2008 J.P. MORGAN SECURITIES INC., as ArrangerCredit Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission • New York
CREDIT AGREEMENT, dated as of June 26, 2008, among Iroquois Gas Transmission System, L.P., a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders hereunder (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 Dated as of June 25, 2009 to CREDIT AGREEMENT Dated as of June 26, 2008Credit Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission • New York
THIS AMENDMENT NO. 1 (“Amendment”) is made as of June 25, 2009 (the “Effective Date”) by and among Iroquois Gas Transmission System, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of June 26, 2008 by and among the Borrower, the Lenders and the Administrative Agent (as amended prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
PORTLAND NATURAL GAS TRANSMISSION SYSTEM PARTNERSHIP ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST AND AMENDMENT NUMBER 6 OF THE PNGTS PARTNERSHIP AGREEMENTPNGTS Partnership Agreement • August 3rd, 2017 • Tc Pipelines Lp • Natural gas transmission
THIS ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST AND AMENDMENT NUMBER 6 OF THE PNGTS PARTNERSHIP AGREEMENT made this 4th day of June, 1999 (this “Assignment”), is by and among MCNIC East Coast Pipeline Company, a Michigan corporation (“Assignor”), Select Energy Portland Pipeline, Inc., a Connecticut corporation (“Assignee”), and Portland Natural Gas Transmission System, a Maine general partnership (“PNGTS” or the “Partnership”).
