FIRM NATURAL GAS STORAGE AGREEMENT
THIS FIRM NATURAL GAS STORAGE AGREEMENT dated as of October 13,
1995, by and between Avoca Natural Gas Storage, a New York general
partnership ("Owner") and Pennsylvania Gas and Water Company, a
Pennsylvania corporation ("Customer"), (singularly, "Party," and
collectively, the "Parties").
W I T N E S S E T H
WHEREAS, Owner plans to construct, own and operate a facility in
Avoca, New York (as defined in subsection 1.9 below) for injection, storage
and withdrawal of natural Gas to serve markets primarily in the Northeast
United States;
WHEREAS, Customer desires to purchase firm storage service to
enable it to meet the requirements of its various customers; and
WHEREAS, Owner is willing to provide services to Customer in
accordance with the terms and conditions set forth below.
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants hereinafter contained, Owner and Customer agree as
follows:
PART I
DEFINITIONS AND PRE-OPERATIONAL ACTIVITIES
Article 1
DEFINITIONS
1.1 "Agreement" means this Firm Natural Gas Storage Agreement
(including all exhibits identified in the Schedule of Exhibits attached
hereto ("Exhibits")) as it may be amended and supplemented from time to
time.
1.2 "Annual Escalation Factor" as used in Exhibit B shall be
computed for any Contract Year by the following formula:
AEF (n) equals AEF (n-1) times (0.5 plus (0.5 times CPI (m) divided by
CPI (m-1))
where n is the applicable Contract Year; n-1 is the Contract Year preceding
the applicable Contract Year; CPI is the Consumer Price Index/New York-
Northern New Jersey-Long Island, NY-NJ-CT All Urban Consumers published by
the U.S. Department of Labor, Bureau of Labor Statistics (base year 1982/84
equals 100); and CPI (m) is CPI as reported for the last Month of the
preceding calendar year, and CPI (m-1) is the CPI as reported for the last
Month of the second preceding calendar year. For purposes of calculating
the AEF, AEF (1) shall equal 1.00.
1.3 "Approved" or "Approval" means approved by or approval of Owner
unless otherwise stated.
1.4 "Authorized Overrun Service" means the service set forth in
Section 4.3 of this Agreement and Section 3 of Rate Schedule FS.
1.5 "Commencement Date" means the earlier of (i) thirty (30) Days
after Owner issues the Notice of Readiness or (ii) the first Day Customer
causes Gas to be injected into the Facility.
1.6 "Contract Year" means (i) for the initial year of operations,
the period beginning on the Commencement Date and continuing through March
31, (ii) for each successive year of operations, a one-year period from
April 1 of one year through March 31 of the following year except that
(iii) the final Contract Year shall begin on April 1 and terminate on the
anniversary of the Commencement Date. For the first and last Contract
Year, if less than 365 Days, any calculation in this Agreement determined
by reference to a Contract Year shall be adjusted by multiplication of the
appropriate figure by a fraction the numerator of which shall be the number
of Days in that Contract Year and the denominator of which shall be 365.
1.7 "Day" means a calendar day, including Saturdays, Sundays and
holidays, except that in the event that an obligation falls due on a
Saturday, Sunday or legal holiday in the State of New York the obligation
shall be due on the immediately preceding business day.
1.8 "Dekatherm" or "Dth" means the quantity of heat energy which is
1,000,000 British thermal units.
1.9 "Electronic Bulletin Board" means the computer information and
scheduling system established by Owner.
1.10 "Facility" means the structure and facilities to be designed
and constructed by Owner for purposes of providing the Services
contemplated by this Agreement.
1.11 "FERC" shall mean Federal Energy Regulatory Commission or any
federal commission, agency or other governmental body or bodies succeeding
to the powers of such commission.
1.12 "FERC Gas Tariff" means Owner's effective, approved tariff on
file at the FERC, which shall include all Rate Schedules and General Terms
and Conditions.
1.13 "Financing Agreement" means any agreement between Owner and any
bank, financial institution or other entity relating to the construction
and/or permanent financing of the Facility.
1.14 "Force Majeure" means an event of Force Majeure as specified in
Article 13.
1.15 "Fuel Reimbursement Charge" means a charge to be paid by
Customer to Owner, pursuant to Exhibit B, as compensation for the injection
and withdrawal of natural gas from the Storage Facility.
1.16 "Gas" means natural Gas of a quality at least equal to the
quality specified in Article 7.
1.17 "Governmental Approvals" means all authorizations, consents,
exemptions, permits, certificates and approvals from any federal, state or
municipal body in the United States having jurisdiction or potential
jurisdiction in relation to the construction and operation of the Facility
or the performance of the obligations contemplated by this Agreement.
1.18 "Interruptible Storage Service Agreement" means an agreement
between Owner and Customer for the provision of interruptible storage
service pursuant to Rate Schedule IS of Owner's FERC Gas Tariff.
1.19 "Maximum Daily Injection Quantity" means the maximum quantity
of Gas which Customer is entitled to inject into the Facility on any Day.
This quantity shall equal one-twentieth (1/20) of the Maximum Storage
Capacity.
1.20 "Maximum Daily Withdrawal Quantity" means the maximum quantity
of Gas which Customer is entitled to withdraw on any Day. This quantity
shall equal one-tenth (1/10) of the Maximum Storage Capacity.
1.21 "Maximum Storage Capacity" or "MSC" means the maximum quantity
of Gas which Customer is entitled to store at the Facility at any given
time.
1.22 "Month" means a calendar month.
1.23 "Notice of Readiness" means a notice to be issued by Owner to
Customer specifying that the Facility is ready to commence the provision of
Services under this Agreement.
1.24 "Point of Delivery" means the point where Customer shall inject
Gas into the Facility or withdraw Gas from the Facility, as specified in
Section 5.1.
1.25 "Price Terms" means the prices attached as Exhibit B, as
Exhibit B may be adjusted from time to time in accordance with this
Agreement, which sets forth the payment obligations of Customer for the
Services provided pursuant to this Agreement.
1.26 "Project" means this Avoca Natural Gas Storage project,
pursuant to which Governmental Approvals will be secured, contracts will be
entered, Financing Agreement will be arranged, the Facility will be
constructed, Gas will be injected and withdrawn for Customers' accounts,
and related tasks will be accomplished.
1.27 "Rate Schedules" means the rate schedules contained in Owner's
FERC Gas tariff.
1.28 "Services" means the injection, storage and withdrawal of Gas,
and any ancillary activities, to be performed by Owner for Customer
pursuant to this Agreement.
1.29 "Site" means the parcel of land located at Avoca, New York,
under or through which Services are to be provided pursuant to this
Agreement.
1.30 "Term" means the period of time specified in Article 17.
1.31 "Transporter" means CNG Transmission Corporation, Tennessee Gas
Pipeline Company or such other transporter agreed to by Owner and Customer.
1.32 "USD" means lawful currency of the United States of America
expressed in dollars.
Additional terms indicated by capitalization and utilized in this
Agreement shall have the meaning ascribed to them where first utilized.
Article 2
PRE-OPERATIONAL ACTIVITIES
2.1 Approvals. This Agreement and the respective obligations of
the Parties hereunder are subject to all valid laws, orders, rules and
regulations of duly constituted authorities having jurisdiction
("Applicable Law").
2.2 Notice of Readiness. Owner shall issue a Notice of Readiness
to Customer at such time as Owner has accomplished all tasks necessary for
the commencement of operations at the Facility.
2.3 Outside Date. Customer commits that, in the event the Notice
of Readiness is issued on or before December 31, 1997, Customer will
proceed with the performance of obligations under this Agreement. In the
event the Notice of Readiness is not issued by such date, in the absence of
Force Majeure, Owner or Customer, each in its sole and unreviewable
discretion, may terminate this Agreement without further obligation to the
other Party, in which event each Party shall bear its own costs associated
with the Project without recourse against the other for recovery of those
costs; provided, however, that Customer may not terminate this Agreement
(1) if Owner provides a portion of Customer's MSC, in which case Customer's
Monthly Demand Charge as set forth in Exhibit B shall be applied to the
level of service actually provided by Owner during the period of partial
service or (2) if Owner provides a comparable service to Customer.
PART II
SERVICES
Article 3
STORAGE SERVICES
3.1 Firm Storage. Customer hereby reserves and Owner hereby agrees
to provide capacity for the storage of Gas owned by Customer on each Day in
an amount up to the Maximum Storage Capacity, as provided in Exhibit A.
3.2 Authorized Overrun Storage Service. Owner may permit Customer
to store quantities of Gas in excess of Customer's Maximum Storage
Capacity; provided, however, that Customer has executed an Interruptible
Storage Service Agreement with Owner for such excess quantities.
3.3 Payment Schedule. Customer shall pay Owner for services
provided pursuant to this Agreement in accordance with the Price Terms.
Article 4
INJECTIONS AND WITHDRAWALS
4.1 Injections. Customer hereby reserves and Owner hereby agrees
to provide facilities and capacity to support the injection of Gas owned by
Customer into the Facility on each Day in an amount up to the Maximum Daily
Injection Quantity.
4.2 Withdrawals. Customer hereby reserves and Owner hereby agrees
to provide facilities and capacity to support the withdrawal of Gas owned
by Customer from the Facility on each Day in an amount up to the Maximum
Daily Withdrawal Quantity.
4.3 Authorized Injection and Withdrawal Overrun Service. If
operating conditions permit and Customer will not exceed its Maximum
Storage Capacity, Owner may authorize Customer to inject or withdraw
quantities in excess of Customer's Maximum Daily Injection and Withdrawal
Quantities. The charge for such Authorized Overrun Service is set forth in
Exhibit B.
Article 5
SCHEDULING
5.1 Points of Delivery and Points of Redelivery. Owner and
Customer designate as Exhibit "C," attached hereto and made a part hereof,
a list of the currently available Points of Delivery and Points of
Redelivery.
5.2 Customer Scheduling of Transportation. Customer shall be
solely responsible for making all arrangements and paying for the
transportation of the Gas to the Point of Delivery for injection into the
Facility, and for making all arrangements and paying for the transportation
of Gas from the Point of Delivery for Gas for withdrawal from the Facility.
Owner shall have no obligation to inject Gas for Customer, or to withdraw
Gas for Customer, to the extent that Transporter is unwilling, not
obligated to, or unable to transport equivalent quantities, as the case may
be.
5.3 Scheduling of Storage Volumes and Intra-Day Changes in
Nominations. Owner and Customer agree that the obligations of Owner and
Customer for scheduling and changing nominations hereunder shall be in
accordance with Section 6 of Owner's FERC Gas Tariff's General Terms and
Conditions.
PART III
GAS PRESSURE, QUALITY AND MEASUREMENT
Article 6
PRESSURE
Owner and Customer agree that the obligations of Owner and
Customer as to the pressure of Gas injected and withdrawn from Avoca shall
be in accordance with Sections 2 and 3 of Owner's FERC Gas Tariff's General
Terms and Conditions.
Article 7
QUALITY
Owner and Customer agree that the obligations of Owner and
Customer as to the quality of the Gas injected and withdrawn from Avoca
shall be governed by Section 2 of Owner's FERC Gas Tariff's General Terms
and Conditions.
Article 8
MEASUREMENT
Owner and Customer agree that the obligations of Owner and
Customer as to the measuring of Gas shall be governed by Sections 3 and 4
of Owner's FERC Gas Tariff's General Terms and Conditions.
PART V
MISCELLANEOUS
Article 9
BILLING AND PAYMENT
Owner and Customer agree that the obligations of Owner and
Customer as to billing and payment shall be governed by Section 12 of
Owner's FERC Gas Tariff's General Terms and Conditions.
Article 10
TAXES
Owner shall send Customer an invoice for all taxes attributable to
the injection, storage or withdrawal of Customer's Gas and Customer shall
pay such invoice in accordance with Article 9 of this Agreement.
Article 11
BASE GAS
Customer shall provide a quantity of the Facility's base gas pro
rated to reflect Customer's MSC. Customer shall retain title to such base
gas at all times and shall be entitled to withdraw such contribution of
Base Gas upon the expiration of Customer's contract term.
Article 12
RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS
This Agreement and all terms and provisions contained or
incorporated herein are subject to the provisions of Owner's applicable
Rate Schedules and of Owner's General Terms and Conditions on file with the
FERC, or other duly constituted authorities having jurisdiction, and as the
same may be legally amended or superseded, which Rate Schedules and General
Terms and Conditions are by this reference made a part hereof.
Article 13
FORCE MAJEURE
Owner and Customer agree that Force Majeure shall be defined in
accordance with Section 11 of Owner's FERC Gas Tariff's General Terms and
Conditions.
Article 14
POSSESSION, TITLE, RISK OF LOSS AND WARRANTY
14.1 Possession, Title and Risk of Loss. Owner and Customer agree
that the obligations of Owner and Customer as to possession, title and risk
of loss shall be governed by Section 15 of Owner's FERC Gas Tariff's
General Terms and Conditions.
14.2 Warranty. Owner and Customer agree that the obligations of
Owner and Customer as to warranty of title to Gas shall be governed by
Section 16 of Owner's FERC Gas Tariff's General Terms and Conditions.
Article 15
DEFAULT
15.1 Termination for Default. If (i) either Party shall fail in any
material respect to comply with, observe, perform or shall default in any
material respect upon any obligation under this Agreement (an "Event of
Default"), except due to causes excused by Force Majeure or attributable to
the other's wrongful act or failure to act, and such failure materially and
adversely affects the ability of either Party to deliver or accept Gas and
(ii) after written notice thereof from the Party claiming a right to
terminate this Agreement, such failure shall continue for a period of
thirty (30) Days, then the Party claiming the right to terminate may, by
notice in writing, terminate this Agreement as of the date of the notice of
termination; provided, however, that if such failure cannot be reasonably
cured within such thirty (30) Days, the Party claimed to be in default
shall be entitled to such further time as shall reasonably be required to
effect such cure, provided that such Party commences within such thirty
(30) Days substantial efforts to effect such cure and at all times
thereafter proceeds diligently to complete such cure. Notwithstanding the
foregoing, Customer shall give written notice to the Lenders providing debt
financing for the Project (the "Lenders") or any agent for the Lenders of
an Event of Default of Owner and the Lenders or the agent for the Lenders
shall have the option, but not the obligation, to cure such Event of
default for a period of 60 days after the applicable cure period of Owner
under this Section 15.1.
15.2 Other Rights Preserved. The availability or exercise of the
right to terminate this Agreement pursuant to this Article shall not serve
to diminish or effect the right of the Parties to seek damages or specific
performance, for breach of this Agreement, as provided in Article 17.11
hereof.
Article 16
TERM
This Agreement will be effective upon execution and continue in
full force and effect for an initial term of twenty (20) years from the
Commencement Date ("Initial Term"). This Agreement shall automatically
renew annually following the expiration of the Initial Term, unless either
Party delivers notice to the other Party twelve Months prior to the end of
the initial term or any subsequent one-year extension of this Agreement of
its intention not to renew, in which event this Agreement shall so
terminate; provided, however, that Customer and Avoca may agree in writing
between one (1) and five (5) years before expiration of the initial term to
extend this Agreement.
Article 17
LEGAL RELATIONS
17.1 Entire Agreement. This Agreement, including all Exhibits
hereto, contains the entire understanding of the Parties with respect to
the subject matter hereof, and supersedes all prior agreements and
commitments with respect thereto. There are no oral understandings or
other terms or conditions. Neither Party has relied upon any
representation, expressed or implied, not contained in this Agreement.
17.2 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK,
EXCLUSIVE OF CONFLICTS OF LAWS PROVISIONS.
17.3 Amendments. No change, amendment or modification of this
Agreement shall be valid or binding upon the Parties unless such change,
amendment or modification shall be in writing and duly executed by the
Parties.
17.4 Captions. The captions and subheadings contained in this
Agreement are for convenience and reference only and in no way define,
describe, extend or limit the scope or intent of this Agreement or the
intent of any provision contained herein.
17.5 Notice. Any notice, demand, offer or other written instrument
required or permitted to be given pursuant to this Agreement, except for
the provisions herein requiring notice on the Electronic Bulletin Board,
shall be in writing signed by the Party giving such notice and shall be
hand-delivered or sent by registered letter, overnight courier provided a
receipt signed by the addressee obtained, or telexed to the other Party.
Unless otherwise specifically provided in this Agreement, any written
notice or other communication shall be sufficiently given or shall be
deemed given on the earlier of (1) the third business day following the
date on which the same is mailed by registered or certified mail, postage
prepaid or (2) the date of the addressee's receipt of such notice,
addressed:
(a) if delivered to Owner:
Avoca Natural Gas Storage
One Bowdoin Square
Boston, MA 02114
(b) if delivered to Customer:
Pennsylvania Gas and Water Company
Wilkes-Barre Center
39 Public Square
Wilkes-Barre, PA 18711-1601
Each Party shall have the right to change the place to which
notice shall be sent or delivered by similar notice or like manner to the
other Party.
17.6 Severability. The invalidity of one or more phrases,
sentences, clauses, or Articles contained in this Agreement shall not
affect the validity of the remaining portion of the Agreement so long as
the material purposes of this Agreement can be determined and effectuated.
In the event that one or more phrases, sentences, clauses, or Articles is
held to be invalid and such invalidity affects the remaining portion of the
Agreement to alter its material purposes, the Parties shall negotiate in
good faith to amend this Agreement to have the same force and effect as if
such phrase, sentence, clause, or Article were not invalid.
17.7 Assignment. This Agreement shall be binding upon, shall inure
to the benefit of, and may be performed by, the successors and assigns of
the Parties, except that no assignment, pledge, or other transfer of this
Agreement shall operate to release the assignor, pledgor, or transferor
from any of its obligations under this Agreement unless consent to the
release is given in writing by the other Party or such transfer is incident
to a merger or consolidation with, or transfer of all or substantially all
of the assets of the transferor to, another person or business entity which
shall, as part of such succession, assume all the obligations of the
transferor under this Agreement.
Customer acknowledges that Owner intends to make a collateral
assignment of this Agreement to the banks, financial institutions or other
entities (collectively the "Lenders") in connection with a Financing
Agreement and agrees that if the Lenders succeed to the interest of Owner
by foreclosure or otherwise, Customer shall accord the Lenders the same
rights as Owner hereunder.
In order to facilitate the obtaining of financing or refinancing
for the Facility, Customer shall execute such consents, agreements or
similar documents with respect to a collateral assignment hereof to the
Lenders as Lenders may reasonably request in connection with the
documentation of the financing or refinancing for the Facility.
17.8 No Waiver. The failure of either party to enforce any of the
provisions of this Agreement or to require compliance with any of its
terms, at any time during the pendency of this Agreement, shall in no way
affect the validity of this Agreement, or any part hereof, and shall not be
deemed a waiver of the right of such Party thereafter to enforce any
provision of this Agreement.
17.9 Non-Recourse Obligations. Customer understands and agrees that
(a) Customer shall have no recourse against any participants in Owner and
its sole recourse shall be against Owner and Owner's assets, irrespective
of any failure to comply with applicable law or any provision of this
Agreement; (b) no claim shall be made against any participants in Owner in
connection with this Agreement, except that the participants may be joined
as nominal parties for the purpose of enforcing Customer's rights
hereunder; (c) Customer shall have no right to any claim against Owner for
any capital contributions from any participants in Owner not yet due and
owing; and (d) this representation is made expressly for the benefit of the
participants in Owner.
17.10 Exhibits. All Exhibits referenced in this Agreement shall be
incorporated into this Agreement by such reference and shall be deemed to
be an integral part of this Agreement.
17.11 Liability of Owner and Customer. In the event of a breach of
this Agreement by one Party, the other Party shall be entitled to the
remedies available at law or in equity, provided in no event shall Owner or
Customer be liable to the other for any indirect or consequential cost,
expense or damage, including loss of profits.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives effective as of the date
first written above.
AVOCA NATURAL GAS STORAGE
By: /s/ James H. Leonard
Title: Senior Vice President
PENNSYLVANIA GAS AND WATER COMPANY
By: /s/ Joseph F. Perugino
Title: Vice President Gas Supply and Marketing
EXHIBIT A
Maximum Storage Capacity
500,000 Dekatherms
(50,000 Dekatherms per day of Deliverability)
EXHIBIT B
Price And Payment Provisions
1. Price of Services: For each of the services to be provided
hereunder, Customer agrees to pay and shall pay the following charge:
(a) Monthly Demand Charge. (1) Customer agrees to pay and shall
pay the following charge to Owner, multiplied by the Annual Escalation
Factor:
$3.75/Dth of Maximum Daily Withdrawal Quantity
(b) Commodity Injection Charge. For each Dekatherm injected and
stored for Customer's account, Customer agrees to pay and shall pay the
following charge:
$.01/Dth
(c) Commodity Withdrawal Charge. For each Dekatherm of Gas
withdrawn from Customer's account, Customer agrees to pay and shall pay the
following charge:
$.01/Dth
(d) Authorized Injection and Withdrawal Overrun Charge. For
Authorized Injection and Withdrawal Overrun Service rendered by Owner to
Customer pursuant to Article 4.3, Customer agrees to pay and shall pay the
following charge (in addition to the otherwise applicable injection and
withdrawal charges specified in Paragraphs (1(b) and (c) of this Exhibit):
$.01/Dth
2. Fuel Reimbursement Charge. There shall be due and owing from
Customer to Owner a fuel reimbursement charge equal to two percent (2%) of
the quantities injected by Customer. Such charge shall be paid by Customer
to Owner in-kind at time of injection.
3. Adjustment of Annual Escalation Factor. In the event that:
(a) the Consumer Price Index/New York-Northeastern New Jersey All
Urban Consumers ("CPI") ceases to be published by the U.S. Department of
Labor, Bureau of Labor Statistics; or
(b) there is a significant change in the components or purpose
and use of the CPI or the way in which it is calculated;
___________________
(1) The Monthly Demand Charge is calculated on a per unit of
deliverability basis.
then the Parties shall agree upon a substitute component for use in
calculating the Annual Escalation Factor. Pending such agreement, the
Annual Escalation Factor for the last month in which such factor can be
calculated shall continue to govern calculation of the Price. Any agreed
upon modification shall become effective as of the first day of the first
month following such agreement, subject, however, to the receipt of any
regulatory or governmental approvals required to make such change effective
without modifications (unless such modifications are acceptable to both
Parties).
In the event that the Parties are unable to agree upon a
substitute component, such determination shall be made by arbitration in
accordance with Section 4 of this Exhibit B. The purpose of such
arbitration shall be to determine a substitute component which produces the
same results as the Annual Escalation Factor based on the CPI.
4. Arbitration.
(a) Notice. In the event that either Party wishes to submit
the adjustment of the Annual Escalation Factor to arbitration, such Party
(the "Demanding Party") shall commence arbitration by serving written
notice on the other Party. The notice shall contain the name of an
arbitrator selected by the Demanding Party, a statement of the matter in
dispute, a request for relief and the grounds therefor.
(b) Response to Demand. The Party receiving such written
notice shall within thirty (30) days thereafter serve written notice on the
Demanding Party stating the name of an arbitrator selected by the receiving
Party and an answering statement. The two arbitrators so selected shall
promptly name a third arbitrator, provided that nothing in this Section 4
shall preclude agreement by the Parties (including the Demanding Party) to
have the arbitration conducted by a single arbitrator.
(c) Qualifications of Arbitrators. The arbitrator(s)
selected to act hereunder shall be qualified by education or experience to
decide matters relating to the question in dispute and shall not be
employees or agents of any Party, unless otherwise agreed by the Parties.
(d) Arbitration Procedures; Place of Arbitration. The
arbitrator(s) selected hereunder shall promptly hear and determine (after
giving the Parties due notice of hearing and a reasonable opportunity to be
heard) the question submitted and shall render their decision thereon
within ninety (90) days after appointment of the third arbitrator. Except
as otherwise agreed by the Parties, the arbitration shall be conducted in
accordance with the rules and regulations of the American Arbitration
Association applicable to commercial disputes. Unless otherwise agreed by
the Parties, the arbitration shall be held in New York.
(e) Effect of Decision. The decision of the arbitrators, or
a majority thereof, shall be made in writing and shall be final and binding
upon the Parties as to the question(s) submitted and shall not be subject
to judicial review. The written decision may be issued with or without an
opinion. If either Party requests a written opinion with respect to a
decision, one shall be issued expeditiously, but its issuance shall not
delay compliance with and implementation of the decision. The Parties
shall abide by and comply with such decision and a judgment may be entered
upon an arbitration decision in any court of competent jurisdiction.
EXHIBIT C
Delivery and Redelivery Points
The delivery and redelivery point shall be the point of
interconnection between the Avoca facility and CNG Transmission
Corporation, Tennessee Gas Pipeline Company or any other pipeline as Owner
and Customer may mutually agree.