XXXXX HUB, INC.
00 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
June 12, 1995
Xxxxxxx X. Xxxxxxxxx
Hub Services, Inc.
00000 Xxxxxxxxx Xxxxxxx, #0000
Xxxxxxx, Xxxxx 00000
RE: Ellisburg-Xxxxx Northeast Hub Company
Dear Xxxxx:
As you know, Xxxxx Hub, Inc. ("LHI") and Hub Services, Inc. ("HSI")
are the sole partners in a Pennsylvania general partnership named
Ellisburg-Xxxxx Northeast Hub Company (the "Partnership") pursuant to a
Partnership Agreement dated as of September 1, 1994 (the "Partnership
Agreement").
HSI wishes to transfer, on or about June 12, 1995, HSI's
Partnership interest to Enerchange, L.L.C., a Delaware member-managed limited
liability company ("Enerchange"), as a capital contribution to Enerchange, as
part of a transaction (the "Transaction") in which:
(i) HSI acquires a 99% ownership interest in Enerchange,
(ii) HSI commits to sell to LHI a 14.5% ownership interest in
Enerchange upon LHI's receipt of the necessary regulatory
approval(s); and
(iii) Enerchange as Transferee executes and delivers to LHI an
"appropriate document" as described in Section 11.1 of the
Partnership Agreement.
Pursuant to Section 11.1 of the Partnership Agreement, effective
upon the consummation of the Transaction, LHI hereby consents to the transfer of
HSI's Partnership interest to Enerchange.
Xxxxxxx X. Xxxxxxxxx
June 12, 1995
Page 2
With respect to the Transaction, LHI hereby waives its rights under
(i) Sections 11.4 and 11.5 of the Partnership Agreement to receipt of a Transfer
Notice and LHI's prior right to purchase HSI's Partnership interest and (ii) any
other provisions of the Partnership Agreement necessary to effect the
Transaction.
Very truly yours,
XXXXX HUB, INC.
By: /s/ Xxxxxx X. XxXxxxxx
---------------------------------
Xxxxxx X. XxXxxxxx
President
cc: Xxxx Xxxxxxx, Esq.
Natural Gas Clearinghouse
00000 Xxxxxxxxx Xxxxxxx, #0000
Xxxxxxx, Xxxxx 00000
