GOVERNMENT, WHETHER SUCH APPLICABLE LAWS
NOW EXIST OR HEREAFTER COME INTO EFFECT (UNLESS OTHERWISE PROVIDED IN THIS
AGREEMENT).
9.
"AVAILABLE CASH" MEANS UNRESTRICTED CASH AND CASH EQUIVALENTS OF
THE PARTNERSHIP LESS REASONABLE CASH RESERVES SET ASIDE PURSUANT TO SECTION 5.3.
10.
"BUSINESS" MEANS TO (A) HOLD, IMPROVE, DEVELOP, AND OPERATE THE
JONAH GAS GATHERING SYSTEM AND SUCH OTHER FACILITIES AS MAY BE USEFUL FOR THE
GATHERING, TREATING, PROCESSING, AND TRANSPORTATION OF NATURAL GAS AND THE
VARIOUS PRODUCTS DERIVED THEREFROM FROM WELLS LOCATED IN THE JONAH FIELD AREA
(SAID AREA COMPRISING: ALL OF TOWNSHIPS 27 NORTH THROUGH 30 NORTH, RANGE 107
WEST; ALL OF TOWNSHIPS 27 NORTH THROUGH 29 NORTH, RANGES 108 AND 109 WEST; ALL
OF TOWNSHIP 30 NORTH, RANGE 109 WEST; AND ALL OF SECTION 36 IN TOWNSHIP 30
NORTH, RANGE 108 WEST), SUBLETTE COUNTY, WYOMING, TO ONE OR MORE DELIVERY POINTS
OWNED BY PARTIES OTHER THAN THE PARTNERSHIP, (B) PERFORM THE JONAH EXPANSION,
THE ENCANA EXPANSION AND THE ADDITIONAL EXPANSION, AS THE CASE MAY BE, AND (C)
PERFORM OR CAUSE TO BE PERFORMED ANY OTHER ACTIVITIES NECESSARY TO, IN
CONNECTION WITH, OR INCIDENTAL TO THE ACCOMPLISHMENT OF THE FOREGOING BUSINESS
ACTIVITIES.
11.
"BUSINESS DAY" MEANS ANY DAY EXCEPT A SATURDAY, SUNDAY OR OTHER
DAY ON WHICH COMMERCIAL BANKING INSTITUTIONS IN HOUSTON, TEXAS ARE AUTHORIZED TO
CLOSE.
12.
"CAPITAL CONTRIBUTIONS" MEANS THE TOTAL OF ALL CAPITAL
CONTRIBUTIONS OF THE PARTNERS PURSUANT TO SECTIONS 3.1 AND 3.2 INCLUDING, BUT
NOT LIMITED TO, THE INITIAL CAPITAL CONTRIBUTIONS, THE ADDITIONAL CAPITAL
CONTRIBUTIONS AND THE AMOUNTS SET FORTH ON SCHEDULE 3.2.
3
13.
"CAPITAL EXPENDITURES" SHALL MEAN ALL EXPENDITURES NECESSARY FOR
THE CONSTRUCTION OF ENLARGEMENTS OR ADDITIONS TO ANY OF THE ASSETS OR FACILITIES
OWNED BY THE PARTNERSHIP OR FOR ANY OTHER ACQUISITIONS OR IMPROVEMENTS THERETO
OF A CAPITAL NATURE, INCLUDING, WITHOUT LIMITATION, EXPENDITURES FOR MATERIALS,
LABOR, EQUIPMENT, PERMITS, CONSULTING FEES, ACCOUNTING AND LEGAL FEES, INSURANCE
COSTS, CONTRACTORS' FEES, AND LAND AND EASEMENT COSTS.
14.
"CHANGE OF CONTROL" MEANS, WITH RESPECT TO ANY PARTNER, A CHANGE
IN THE PERSON OR PERSONS THAT ULTIMATELY CONTROLS SUCH PARTNER INCLUDING, THE
ACQUISITION BY ANY PERSON OR TWO OR MORE PERSONS ACTING IN CONCERT, OTHER THAN
THE MANAGEMENT OR THE SHAREHOLDERS OF SUCH CONTROLLING PERSON OR PERSONS
IMMEDIATELY PRIOR TO THE CHANGE, OF BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF
RULE 13D-3 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) OF 50% OR MORE
OF THE ISSUED AND OUTSTANDING SHARES OF VOTING STOCK OF SUCH CONTROLLING PERSON
OR PERSONS.
15.
"CLAIM" MEANS ANY AND ALL CLAIMS, DEMANDS, SUITS, ACTIONS, CAUSES
OF ACTION, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, FINES, PENALTIES, COSTS
(INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS OF MEDIATION, ARBITRATION OR
LITIGATION), INVESTIGATIONS OR ORDERS.
16.
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
17.
"CONTEMPLATED TOTAL EXPANSION CAPITAL" MEANS AN AMOUNT EQUAL TO
$415.2 MILLION.
18.
"CONTRIBUTION AGREEMENT" MEANS THAT CERTAIN CONTRIBUTION AGREEMENT
DATED AS OF THE DATE HEREOF, AMONG ENTERPRISE, TGP, TMC AND THE PARTNERSHIP.
19.
"CONTRIBUTION DATE VALUE" HAS THE MEANING SET FORTH