EXHIBIT 10.56
THIS FT SERVICE AGREEMENT IS
SUBJECT TO THE PROVISIONS OF A
CONTEMPORANEOUS "CONSENT AND
AGREEMENT" & LEGAL OPINION
SERVICE AGREEMENT
APPLICABLE TO TRANSPORTATION OF NATURAL GAS
UNDER RATE SCHEDULE FT
(X-74 ASSIGNMENT)
AGREEMENT made as of this 20th day of August, 1996,
by and between CNG TRANSMISSION CORPORATION, a Delaware
corporation, hereinafter called "Pipeline," and PANDA-ROSEMARY,
L.P., a Delaware limited partnership, hereinafter called
"Customer."
WHEREAS, Customer has elected to take assignment of a
portion of the firm transportation service entitlements
provided by Pipeline to Transcontinental Gas Pipeline
Corporation ("Transco"), under Pipeline's Rate Schedule X-74
(Lebanon-to-▇▇▇▇▇ Service); and
WHEREAS, Pipeline has agreed to assign such
entitlements to Customer for service under Part 284 of the
Commission's regulations, subject to Pipeline's ability to
obtain relief from its contractual obligation to serve Transco
for a like quantity of firm transportation service, under
Pipeline's Rate Schedule X-74.
WITNESSETH: That, in consideration of the mutual
covenants herein contained, the parties hereto agree as
follows:
ARTICLE I
Quantities
A. During the term of this Agreement, Pipeline will
transport for Customer, on a firm basis, and Customer may
furnish, or cause to be furnished, to Pipeline natural gas for
such transportation, and Customer will accept, or cause to be
accepted, delivery from Pipeline of the quantities Customer has
tendered for transportation.
B. The maximum quantities of gas which Pipeline shall
deliver and which Customer may tender shall be as set forth on
Exhibit A, attached hereto.
ARTICLE II
Rate
A. Unless otherwise mutually agreed in a written
amendment to this Agreement, beginning on August 20, 1996,
Customer shall pay Pipeline for transportation services rendered
pursuant to this Agreement:
1. The maximum rates and charges provided under
Rate Schedule FT set forth in Pipeline's effective FERC Gas
Tariff, including applicable surcharges and the Fuel Retention
Percentage; and
2. All additional charges applicable to Rate
Schedule X-74 Capacity and set forth on Sheet No. 37 of
Pipeline's effective FERC Gas Tariff.
B. Pipeline shall have the right to propose, file and
make effective with the Federal Energy Regulatory Commission or
any other body having jurisdiction, revisions to any applicable
rate schedule, or to propose, file, and make effective
superseding rate schedules for the purpose of changing the rate,
charges, and other provisions thereof effective as to Customer;
provided, however, that (i)Section 2 of Rate Schedule FT
"Applicability and Character of Service," (ii) term, (iii)
quantities, and (iv) points of receipt and points of delivery
shall not be subject to unilateral change under this Article.
Said rate schedule or superseding rate schedule and any revisions
thereof which shall be filed and made effective shall apply to
and become a part of this Service Agreement. The filing of such
changes and revisions to any applicable rate schedule shall be
without prejudice to the right of Customer to contest or oppose
such filing and its effectiveness.
ARTICLE III
Term of Agreement
Subject to all the terms and conditions herein, this
Agreement shall be effective as of the later of August 20, 1996
or the date on which any and all authorizations are received by
Pipeline, Transco, and Texas Gas Transmission Corporation, as
may be required to effectuate the transportation contemplated
hereby including the transportation services immediately
upstream and downstream of Pipeline. This Agreement shall
continue in effect for a primary term through and including
October 31, 2006, and from year to year thereafter, until
either party terminates this Agreement by giving written notice
to the other at least twelve months prior to the start of the
next contract year.
ARTICLE IV
Points of Receipt and Delivery
The Points of Receipt and Delivery and the maximum
quantities for each point for all gas that may be received for
Customer's account for Transportation by Pipeline shall be as
set forth on Exhibit A.
ARTICLE V
Incorporation By Reference of Tariff
Provisions
To the extent not inconsistent with the terms and
conditions of this Agreement, the following provisions of
Pipeline's effective FERC Gas Tariff, and any revisions thereof
that may be made effective hereafter are hereby made applicable
to and a part hereof by reference:
1. All of the provisions of Rate Schedule FT, or
any effective superseding rate schedule or otherwise applicable
rate schedule; and
2. All of the provisions of the General Terms
and Conditions, as they may be revised or superseded from time to
time.
ARTICLE VI
Miscellaneous
A. No change, modification or alteration of this
Agreement shall be or become effective until executed in writing
by the parties hereto; provided, however, that the parties do not
intend that this Article VI.A. requires a further written
agreement either prior to the making of any request or filing
permitted under Article II hereof or prior to the effectiveness
of such request or filing after Commission approval, provided
further, however, that nothing in this Agreement shall be deemed
to prejudice any position the parties may take as to whether the
request, filing or revision permitted under Article II must be
made under Section 7 or Section 4 of the Natural Gas Act.
B. Any notice, request or demand provided for in this
Agreement, or any notice which either party may desire to give
the other, shall be in writing and sent to the following
addresses:
Pipeline: CNG Transmission Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Vice President,
Marketing
and Customer Services
Customer: Panda-▇▇▇▇▇▇▇▇, L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Vice President, Gas
Supply
or at such other address as either party shall designate by
formal written notice.
C. No presumption shall operate in favor of or
against either party hereto as a result of any responsibility
either party may have had for drafting this Agreement.
D. The subject headings of the provisions of this
Agreement are inserted for the purpose of convenient reference
and are not intended to become a part of or to be considered in
any interpretation of such provisions.
IN WITNESS WHEREOF, the parties hereto intending to be
legally bound, have caused this Agreement to be signed by their
duly authorized officials as of the day and year first written
above.
CNG TRANSMISSION CORPORATION
(Pipeline)
By:
Its: Vice President
PANDA-▇▇▇▇▇▇▇▇, L.P.
(Customer)
by PANDA-▇▇▇▇▇▇▇▇
CORPORATION, its General Partner
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Vice President
(Title)
EXHIBIT A
To The FT Service Agreement
Dated August 20, 1996
Between CNG Transmission Corporation
And Panda-▇▇▇▇▇▇▇▇, L.P.
(X-74 Assignment)
A. Quantities
The maximum quantities of gas which Pipeline shall deliver
and which Customer may tender shall be as follows:
1. A Maximum Daily Transportation Quantity (MDTQ) of 3,097
Dt.
2. A Maximum Annual Transportation Quantity (MATQ) of
1,130,405 Dt.
B. Point of Receipt
The Point of Receipt and the maximum quantities for such
point shall be as set forth below. Each of the parties will use
due care and diligence to assure that uniform pressures will be
maintained at the Receipt Point as reasonably may be required
to render service hereunder, but Pipeline shall not be required
to accept gas at less than the minimum pressure specified
herein. In addition to the quantities specified below, Customer
may increase the quantities furnished to Pipeline at the
Receipt Point, so long as such quantities, when reduced by the
fuel retention percentage specified in Pipeline's
currently-effective FERC Gas Tariff, do not exceed the quantity
limitation specified below for the Receipt Point.
1. Up to 3,097 Dt per Day at the interconnection of the
facilities of Pipeline and Texas Gas Transmission
Corporation in ▇▇▇▇▇▇ County, Ohio, known as the
Lebanon Interconnection, at a pressure of not less
than five hundred thirty-one (531) pounds per square
inch gauge ("psig").
EXHIBIT A
August 20,1996 FT Service Agreement (X-74 Assignment)
Between CNG Transmission Corporation
and Panda-▇▇▇▇▇▇▇▇, L. P.
C. Point of
Delivery
The Maximum Daily Delivery Obligation ("MDDO") stated below
reflects Pipeline's total obligation to deliver quantities to
the Point of Delivery under all firm service agreements between
Pipeline and Customer, Customer's assignee, any applicable
Replacement Customer, or any other Customer. Each of the
parties will use due care and diligence to assure that uniform
pressures will be maintained at the Delivery Point as reasonably
may be required to render service hereunder, but Pipeline shall
not be required to deliver gas (or to cause gas to be
delivered) at greater than the maximum pressure specified
herein. The Point of Delivery and the MDDO shall be as follows:
1. Up to 3,097 Dt per Day at the interconnection of the
facilities of Pipeline and Transcontinental Gas Pipe
Line Corporation in Clinton County, Pennsylvania, known
as the ▇▇▇▇▇ Interconnection, at a pressure of not
greater than one thousand, two hundred (1,200) psig.