Exhibit 2.2
GENERAL PARTNER INTEREST HOLDER
AGREEMENT
BY AND BETWEEN
TUSCARORA GAS PIPELINE
CO.
AND
TC TUSCARORA INTERMEDIATE LIMITED
PARTNERSHIP
November 1, 2006
TABLE OF CONTENTS
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Page
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ARTICLE I DEFINITIONS
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Section 1.1 Definitions
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3
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ARTICLE II COVENANTS
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Section 2.1 Certain Restrictions
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3
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Section 2.2 Option to Purchase TGPC
Interest
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4
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Section 2.3 Voting Agreement
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5
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ARTICLE III TERM
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Section 3.1 Term
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5
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ARTICLE IV MISCELLANEOUS
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Section 4.1 Dispute Resolution
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6
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Section 4.2 Entire Agreement
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6
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Section 4.3 Expenses
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6
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Section 4.4 Amendment
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6
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Section 4.5 Notices
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6
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Section 4.6 Severability
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6
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Section 4.7 Waiver
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7
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Section 4.8 Interpretation
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7
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Section 4.9 Third Party Beneficiaries
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7
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Section 4.10 Assignment
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7
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Section 4.11 Governing Law
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8
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Section 4.12 Facsimiles; Counterparts
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8
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GENERAL PARTNER INTEREST HOLDER
AGREEMENT
This GENERAL PARTNER INTEREST HOLDER
AGREEMENT (this “ Agreement ”), dated as of
November 1, 2006, is made by and between Tuscarora Gas Pipeline
Co., a Nevada corporation (“ TGPC ”), and TC
Tuscarora Intermediate Limited Partnership, a Delaware limited
partnership (“ Buyer ”).
W I T N E S S E T
H:
WHEREAS, simultaneously with the
execution of this Agreement, TGPC and Buyer, are entering into that
certain General Partnership Interest Purchase Agreement, dated as
of the date hereof (the “ Purchase Agreement ”),
pursuant to which Buyer will acquire a 49% general partnership
interest in Tuscarora Gas Transmission Company, a Nevada general
partnership (the “ Partnership ”);
WHEREAS, TGPC will retain a 1%
general partnership interest in the Partnership (the “
TGPC Interest ”); and
WHEREAS, the parties desire to set
forth their agreement as to certain rights and obligations relating
to the TGPC Interest upon the terms and subject to the conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of
the foregoing and the mutual premises, representations, warranties,
covenants and agreements contained herein and in the Purchase
Agreement, the parties hereto, intending to be legally bound
hereby, agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1
Definitions
For purposes of this Agreement,
capitalized terms used, but not defined herein, shall have the
meaning set forth in the Purchase Agreement.
ARTICLE II
COVENANTS
Section 2.1 Certain
Restrictions .
(a)
TGPC and Buyer agree that, without
the prior written consent of Buyer, TGPC will not, directly or
indirectly:
(i)
sell, exchange, lend, transfer,
assign, offer, pledge, or otherwise dispose of all or any portion
of the TGPC Interest;
(ii)
sell or grant any option, right,
warrant or contract to purchase or sell all or any portion of the
TGPC Interest;
(iii)
enter into any swap or other
agreement that transfers, in whole or in part, the economic
consequence of ownership of the TGPC Interest; and
(iv)
make any proposal or publicly
disclose any intention, plan or arrangement inconsistent with the
foregoing.
(b)
Neither Buyer nor TGPC shall
disclose the terms, or existence, of this Agreement to any Person
except as may be permitted by the Purchase Agreement.
Section 2.2 Option to
Purchase TGPC Interest.
(a)
Upon the Closing, Buyer shall pay
$100,000 to TGPC.
(b)
Buyer shall have the right, but not
the obligation, to purchase the TGPC Interest at any time during
the period beginning from and after the closing of the transactions
contemplated by the Purchase Agreement and ending on the date that
is 30 days after the twelve-month anniversary of the closing of the
transactions contemplated by the