EXHIBIT 10.68
AMENDING AGREEMENT
This Amending Agreement ("Amendment") is made and
entered into this 24th day of March, 1995, by and between
Columbia Gas Transmission Corporation, a Delaware
corporation ("Columbia"), and Panda-Brandywine, L.P., a
Delaware Limited Partnership ("Panda") to be effective as
set forth in section four of this Amendment.
W I T N E S S E T H:
WHEREAS, Columbia and Panda are parties to that
certain Precedent Agreement dated February 25, 1994
("Precedent Agreement"), and the FTS Service Agreement
attached to the Precedent Agreement also dated February
25, 1994 ("Service Agreement");
WHEREAS, Panda has requested that Columbia amend
the Precedent Agreement and Service Agreement in light of
certain Panda business concerns; and
WHEREAS, Columbia is agreeable to amending the
Precedent Agreement and Service Agreement to accommodate
Panda's requests based upon Panda's having provided
Columbia the assurance of its continuing commitment to
Columbia that Columbia will be the pipeline to serve the
Brandywine Facility;
NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, Columbia and
Panda agree as follows:
1. Amendments to Precedent Agreement. Columbia and
Panda agree that the Precedent Agreement is amended effective
as of the effective date of this Amendment as follows:
(a) All three references to the "$8,772,590" amount
in Sections 2(a)(1), 3(a) and 3(b)(1) shall be replaced
with "$6,772,590."
(b) All five references to the "$7,530,120" amount
in Sections 4(a) and 4(b) shall be replaced with
"$5,530,120".
(c) The reference to "31.713%" in Section 4(b)
shall be replaced with "20.995%."
(d) The reference to "68.287%" in Section 4(b)
shall be replaced with "79.005%."
(e) The second sentence of Section 5 shall be
amended and restated as follows:
"For purposes of payment of the reservation charge and
Panda's right to deliver to or cause the Transportation
Demand to be delivered by Columbia, the FTS and the
primary term of the Service Agreement shall commence on
the date of the completion of the Columbia facilities,
which date shall be no earlier than November 1, 1996;
provided that such commencement date and completion of the
Columbia facilities can be August 1, 1996, if Panda
provides Columbia with written notification by May 1,
1996, of Panda's desire for such commencement date and
completion of the Columbia facilities to be August 1,
1996."
(f) Section 10(a) shall be amended and restated as
follows:
"Termination By Panda. Panda, upon thirty (30) days
written notice to Columbia, may terminate this Agreement
if: (i) the negotiations contemplated in Section 2(b)
hereof are not satisfactory to Panda, in its reasonable
discretion, at the end of the negotiation period; (ii)
Panda fails to complete the construction of the
Brandywine Facility by June 1, 1997; or (iii) if any of
the conditions precedent in Section 11 hereof are not
fulfilled by June 1, 1997. Any such termination shall not
be effective if the unsatisfied condition of this
Section 10(a) is satisfied prior to the end of the 30-day
notice period."
(g) Section 11(h) shall be deleted, and the two
references to "(h)" in the last paragraph of Section 11
shall likewise be deleted.
2. Amendments to Service Agreement. Pursuant to the
Amended and Restated FTS Service Agreement attached
hereto, Columbia and Panda agree that the Service
Agreement is amended effective as of the effective date of
this Amendment as follows:
(a) The Service Agreement shall be amended to
provide for Panda's requested new point of receipt of
Monclova, Ohio, from ANR Pipeline Company.
(b) The second sentence of Section 2 shall be
amended and restated as follows:
"For purposes of payment of the reservation charge and
Panda's right to deliver to or cause the Transportation
Demand to be delivered by Columbia, the FTS and the
primary term of this Agreement shall commence on the date
of the completion of the Columbia facilities, which date
shall be no earlier than November 1, 1996; provided that
such commencement date and completion of the Columbia
facilities can be August 1, 1996, if Panda provides
Columbia with written notification by May 1, 1996, of
Panda's desire for such commencement date and
completion of the Columbia facilities to be August 1,
1996."
3. Effect of Amendment. Except as specifically amended
in above Sections 1 and 2 of this Amendment, all other
terms and provisions of the Precedent Agreement and
Service Agreement shall remain in full force and effect.
4. Effective Date of Amendment. This Amendment shall be
effective as of the date Columbia and Panda have executed
both this Amendment, and the Amended and Restated Service
Agreement attached hereto, the latter as amended in
accordance with section 2 of this Agreement.
5. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be an
original, but such counterparts together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by a duly authorized
representative.
COLUMBIA GAS TRANSMISSION CORPORATION
By:
Name: Xxxxx X. Xxxxxxxx
Its: Vice President
Date March 23 1995
PANDA-BRANDYWINE, L. P.
By: Panda Brandywine Corporation
Its General Partner
By:
Name: Xxxxx X. Xxxxxxx
Its: Senior Vice President
Date: March 21, 1995
