EXHIBIT 10.45
PANDA-XXXXXXXX CORPORATION
A Panda Company
May 7, 1990
Xx. Xxxxxx X. Xxxxx, President
North Carolina Natural Gas Corporation
X.X. Xxx 000
Xxxxxxxxxxxx, XX 00000-0000
RE: Amendment Number 1 to
Pipeline Operating Agreement Dated February 14,
1990
Gentlemen:
In accordance with our previous discussion, this
letter will when appropriately executed constitute our
agreement relative to the captioned matter.
The undersigned parties to the subject Agreement
hereby amend the captioned Agreement as follows:
1. The third paragraph on page 2 of the Agreement
(commencing xxxxx "WHEREAS, NCNG desires" and ending
with "interconnection; and'' is hereby deleted in its
entirety.
2. The following new Sections are hereby added to
Article III of the Agreement.
"Section 3.13. NCNG (i) will not construct
any facilities which connect the PANDA Pipeline
to any third party and (ii) will not knowingly or
willfully do anything or take any action in
connection with the PANDA Pipeline tonal is
beyond or in contravention of the duties and
obligations which it has undertaken in the
PIPELINE OPERATING AGREEMENT and which shall
subject the PANDA Pipeline to the jurisdiction
of or regulation by tile Federal Energy
Regulatory Commission.
Section 3.14. NCNG may deliver gas which it
sells to PANDA (or which it transports for
PANDA under Section 3.08 of the PIPELINE
OPERATING AGREEMENT) through either of the two
tie-ins which connect the NCNG system and the
PANDA Pipeline. If PANDA should ever have the
opportunity to sell gas to NCNG, then such
delivery shall be made at NCNG' s
interconnections with Transco or Columbia, and
then only after NCNG agrees in writing to such
deliveries and after appropriate arrangements are
made by PANDA with Transco or Columbia. No such
gas sold by PANDA to NCNG shall be delivered
through the two tie-ins which connect the NCNG
system and the PANDA pipeline.
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
214/000-0000
Fax 000-0000
Nothing herein shall be construed to prevent the
free flow of gas through said tie-ins each
month for balancing purposes as contemplated in
the Pipeline and Operating Agreement and gas
taken by NCNG through its balancing efforts shall
not be deemed to be a sale of gas by PANDA to
NCNG.
3. The phrase "except as provided in Section 5.02
below" is hereby deleted from Section S.01 of the
Agreement. Section 5.02 of the Agreement is hereby
deleted in its entirety.
4. The body of Section 6.07 of the Agreement is hereby
deleted in its entirety and the following is
substituted therefor:
"NCNG shall not receive natural gas for its
own account through PANDA' s interconnections
with Transco or Columbia."
5. The following new Section 19.12 is hereby added to
the Agreement.
"Section 19. 12. PANDA shall have the right, but
not the obligation, to waive the right to
receive any payment due from NCNG at any time."
6. The remaining terms and conditions of the captioned
Agreement shall, except to the extent affected by this
Amendment Number 1, remain in full force and effect and
shall henceforth be construed together with this
Amendment Number 1.
Sincerely,
PANDA ENERGY CORPORATION PANDA-XXXXXXXX CORPORATION
_____________________ _________________
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Chairman Chairman and
President
AGREED AND ACCEPTED THIS 9th
DAY OF MAY, 1990.
NORTH CAROLINA NATURAL GAS
CORPORATION
By: _______________
Xxxxxx X. Xxxxx
President
