BY ENTERPRISE IN CONNECTION WITH THE JONAH EXPANSION,
INCLUDING ANY COSTS OR EXPENSES PAID OR INCURRED (WHETHER INTERNALLY OR TO A
THIRD PARTY) BY ENTERPRISE IN PLANNING, ENGINEERING, CONSTRUCTING OR COMPLETING
THE JONAH EXPANSION, (B) AN AMOUNT EQUAL TO ENTERPRISE'S COST OF CAPITAL IN
FUNDING THE JONAH EXPANSION THROUGH AUGUST 31, 2006 FOR EXPENSES ACTUALLY PAID
BY ENTERPRISE PRIOR TO THE EFFECTIVE DATE WITH SUCH COST OF CAPITAL TO BE EQUAL
TO ENTERPRISE'S BORROWING COST UNDER ITS SENIOR CREDIT FACILITY AND IRRESPECTIVE
OF WHETHER ENTERPRISE HAS ACTUALLY INCURRED BORROWINGS OR MADE RELATED PAYMENTS
UNDER SUCH FACILITY (THE "ENTERPRISE COST OF CAPITAL"), (C) AMOUNTS THAT
ENTERPRISE IS REQUIRED TO PAY FOR ORDERS FOR EQUIPMENT, RAW MATERIALS AND
SIMILAR MATERIALS FOR THE JONAH EXPANSION TO THE EXTENT THAT ENTERPRISE USES
SUCH MATERIALS IN CONNECTION WITH THE JONAH EXPANSION, OR IF SUCH MATERIALS ARE
NOT ULTIMATELY USED IN THE JONAH EXPANSION, FOR THOSE ORDERS WHICH ENTERPRISE IS
UNABLE TO CANCEL AND THUS WOULD BE REQUIRED TO MAKE PAYMENTS THEREON, OR FOR
CANCELLATION FEES AND PENALTIES ON THOSE ORDERS WHICH ENTERPRISE IS ABLE TO
CANCEL ONLY UPON PAYMENT OF A CANCELLATION FEE OR PENALTY, AND (D) THE COSTS
INCURRED BY ENTERPRISE RELATING TO AFE NO'S. P11062, P12084, P12085 AND P12086
IN THE RESPECTIVE AMOUNTS OF $334,000,000, $2,006,609, $12,003,571 AND
$65,039,223 AND PURSUANT TO WHICH ENTERPRISE HAS PREVIOUSLY INCURRED (OR EXPECTS
TO INCUR) COSTS RELATING TO THE JONAH EXPANSION (WHICH AFES SHALL BE DEEMED TO
HAVE BEEN APPROVED BY THE TEPPCO PARTIES AND ENTERPRISE, IT BEING UNDERSTOOD
THAT FURTHER AMENDMENTS TO THE AFES WILL BE SUBJECT TO MANAGEMENT COMMITTEE
APPROVAL AND THAT ANY NON-APPROVAL OF SUCH FURTHER AMENDMENT SHALL NOT BE DEEMED
TO BE A NON-APPROVAL OF THE ORIGINAL AFE).
53.
"REGULATIONS" MEANS THE INCOME TAX REGULATIONS PROMULGATED UNDER
THE CODE AS AMENDED FROM TIME TO TIME, INCLUDING THE CORRESPONDING PROVISIONS OF
ANY SUCCEEDING REGULATIONS.
54.
"SHARING RATIO" MEANS THE PERCENTAGE OF OWNERSHIP INTEREST OF A
PARTNER IN THE PARTNERSHIP AS STATED ON EXHIBIT A ATTACHED HERETO, AS SUCH
SHARING RATIO MAY BE ADJUSTED FROM TIME TO TIME AS PROVIDED IN THIS AGREEMENT.
55.
"TAX MATTERS PARTNER" MEANS ENTERPRISE AND THE TAX MATTERS PARTNER
SHALL TAKE SUCH ACTIONS ON BEHALF OF THE PARTNERSHIP AS SET FORTH IN SCHEDULE
5.2.
9
56.
"THIRD PARTY" MEANS ANY PERSON OTHER THAN THE PARTNERSHIP, ANY
PARTNER, ANY AFFILIATE OF A PARTNER, OR ANY PERMITTED SUCCESSOR OR ASSIGNEE OF A
PARTNER.
57.
"TEPPCO PARENT ENTITY" MEANS TEPPCO PARTNERS, L.P., TEPPCO
MIDSTREAM COMPANIES, L.P. AND ANY CONTROLLING PERSON OR GROUP OF CONTROLLING
PERSONS OF EITHER OF SUCH PERSONS.
ARTICLE 2
ORGANIZATION
SECTION 2.1.
FORMATION
The Partnership was formed on June 20, 1996 by the execution of the Original
Agreement and such other applicable filings for the Partnership pursuant to the
Act.
SECTION 2.2.
NAME, PLACE OF BUSINESS AND OFFICE
(A)
THE BUSINESS SHALL BE CONDUCTED UNDER THE NAME AND STYLE OF JONAH
GAS GATHERING COMPANY, ALTHOUGH THE BUSINESS MAY BE CONDUCTED UNDER ANY OTHER
NAME AS MAY BE ALLOWED BY