EXHIBIT 10.55
SERVICE AGREEMENT
THIS AGREEMENT entered into this 26th day of July, 1996, by
and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a
Delaware corporation, hereinafter referred to as "Seller," first
party, and PANDA-ROSEMARY, L.P., a Delaware limited partnership,
hereinafter referred to as "Buyer," second party,
W I T N E S S E T H
WHEREAS, pursuant to Order Nos. 636, issued by the Federal
Energy Regulatory Commission (Commission) and Seller's procedures
set forth on page 7 of Seller's August 4, 1993 Order No. 636
Compliance Filing in Docket No. RS92-86, Buyer has notified
Seller of its desire to unbundle its bundled firm transportation
service under Seller's Rate Schedule FT-NT and convert such
service from Part 157 of the Commission's regulations to service
with Seller and the upstream pipeline(s) under Part 284(G) of the
Commission's regulations; and
WHEREAS, Buyer has designated that Seller's Part 284(G)
service will be rendered under Seller's Rate Schedule FT; and
WHEREAS, Seller has prepared this agreement for service for
Buyer under Rate Schedule FT, and this agreement will supersede
and terminate the existing service agreement between Seller and
Buyer under Rate Schedule FT-NT (Transco system contract number
.5315); and
WHEREAS, this agreement shall not be effective until
Seller's service agreement(s) with the upstream transporter(s)
has (have) been amended to reflect Seller's reduced
transportation service entitlement and Buyer has entered into
contracts with the upstream transporter(s) for equivalent
quantities of firm transportation service.
NOW, THEREFORE, Seller and Buyer agree as follows:
ARTICLE I
GAS TRANSPORTATION SERVICE
1. Subject to the terms and provisions of this agreement
and of Seller's Rate Schedule FT, Buyer agrees to deliver or
cause to be delivered to Seller gas for transportation and Seller
agrees to receive, transport and redeliver natural gas to Buyer
or for the account of Buyer, on a firm basis, up to the dekatherm
equivalent of a Transportation Contract Quantity ("TCQ") of 3,075
Mcf per day.
2. Transportation service rendered hereunder shall not be
subject to curtailment or interruption except as provided in
Section 11 of the General Terms and Conditions of Seller's FERC
Gas Tarriff.
ARTICLE II
POINT(S) OF RECEIPT
Buyer shall deliver or cause to be delivered gas at the point(s)
of receipt hereunder at a pressure sufficient to allow the gas to
enter Seller's pipeline system at the varying pressures that may
exist in such system from time to time; provided, however, the
pressure of the gas delivered or caused to be delivered by Buyer
shall not exceed the maximum operating pressure(s) of Seller's
pipeline system at such point(s) of receipt. In the event the
maximum operating pressure(s) of Seller's pipeline system, at the
point(s) of receipt hereunder, is from time to time increased or
decreased, then the maximum allowable pressure(s) of the gas
delivered or caused to be delivered by Buyer to Seller at the
point(s) of receipt shall be correspondingly increased or
decreased upon written notification of Seller to Buyer. The
point(s) of receipt for natural gas received for transportation
pursuant to this agreement shall be:
See Exhibit A, attached hereto, for points of receipt.
ARTICLE III
POINT(S) OF DELIVERY
Seller shall redeliver to Buyer or for the account of Buyer
the gas transported hereunder at the following point(s) of
delivery and at a pressure(s) of:
See Exhibit A, attached hereto, for points of delivery and
pressures.
ARTICLE IV
TERM OF AGREEMENT
This agreement shall be effective as of August 20, 1996 and
shall remain in force and effect until 8:00 a.m. Eastern Standard
Time November 1, 2006, and thereafter until terminated by Seller
or Buyer upon at least twelve (12) months prior written notice;
provided, however, this agreement shall terminate immediately
and, subject to the receipt of necessary authorizations, if any,
Seller may discontinue service hereunder if (a)Buyer, in Seller's
reasonable judgement fails to demonstrate credit worthiness, and
{b) Buyer fails to provide adequate security in accordance with
Section 32 of the General Terms and Conditions of Seller's Volume
No. 1 Tariff. As set forth in Section 8 of Article 11 of Seller's
August 7, 1989 revised Stipulation and Agreement in Docket Nos.
RP88-68 et. al., (a) pregranted abandonment under Section 284.221
(d) of the Commission's Regulations shall not apply to any long
term conversions from firm sales service to transportation
service under Seller's Rate Schedule FT and (b) Seller shall not
exercise its right to terminate this service agreement as it
applies to transportation service resulting from conversions from
firm sales service so long as Buyer is willing to pay rates no
less favorable than Seller is otherwise able to collect from
third parties for such service.
ARTICLE V
RATE SCHEDULE AND PRICE
1. Buyer shall pay Seller for natural gas delivered to
Buyer hereunder in accordance with Seller's Rate Schedule FT and
the applicable provisions of the General Terms and Conditions of
Seller's FERC Gas Tariff as filed with the Federal Energy
Regulatory Commission, and as the same may be legally amended or
superseded from time to time. Such Rate Schedule and General
Terms and Conditions are by this reference made a part hereof.
2. Seller and Buyer agree that the quantity of gas that
Buyer delivers or causes to be delivered to Seller shall include
the quantity of gas retained by Seller for applicable compressor
fuel, line loss make-up {and injection fuel under Seller's Rate
Schedule GSS, if applicable) in providing the transportation
service hereunder, which quantity may be changed from time to
time and which will be specified in the currently effective Sheet
No. 44 of Volume No. 1 of this Tariff which relates to service
under this agreement and which is incorporated herein.
3. In addition to the applicable charges for firm
transportation service pursuant to Section 3 of Seller's Rate
Schedule FT, Buyer shall reimburse Seller for any and all filing
fees incurred as a result of Buyer's request for service under
Seller's Rate Schedule FT, to the extent such fees are imposed
upon Seller by the Federal Energy Regulatory Commission or any
successor governmental authority having jurisdiction.
ARTICLE VI
MISCELLANEOUS
1. This Agreement supersedes and cancels as of the
effective date hereof the following contract(s) between the
parties hereto:
Rate Schedule FT-NT Service Agreement between Seller
and Buyer, dated October 22, 1991 (Transco system
contract number .5315).
2. No waiver by either party of any one or more defaults
by the other in the performance of any provisions of this
agreement shall operate or be construed as a waiver of any future
default or defaults, whether of a like or different character.
3. The interpretation and performance of this agreement
shall be in accordance with the laws of the State of Texas,
without recourse to the law governing conflict of laws, and to
all present and future valid laws with respect to the subject
matter, including present and future orders, rules and
regulations of duly constituted authorities.
4. This agreement shall be binding upon, and inure to the
benefit of the parties hereto and their respective successors and
assigns.
5. Notices to either party shall be in writing and shall
be considered as duly delivered when mailed to the other party at
the following address:
(a) If to Seller:
Transcontinental Gas Pipe Line Corporation
X.X. Xxx 0000
Xxxxxxx, Xxxxx, 00000
Attn: Customer Services
(b) If to Buyer:
Panda-Xxxxxxxx, L.P.
0000 Xxxxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Fuel Manager
Such addresses may be changed from time to time by mailing
appropriate notice thereof to the other party by certified or
registered mail.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be signed by their respective officers or
representatives thereunto duly authorized.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
(Seller)
By:
Xxxxx X. XxxxxxX
Vice President - Customer Service
PANDA-XXXXXXXX, L.P.
By Panda-Xxxxxxxx Corporation its general
partner
(Buyer)
By: Xxxxxxx X. Xxxxxxxx
Title: Vice President
