Arlington Storage Company, LLC

Original Volume No. 1

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Effective Date: 08/24/2009, Docket: RP09-872-000, Status: Effective

Original Sheet No. 156 Original Sheet No. 156

 

GENERAL TERMS AND CONDITIONS

(Continued)

 

31.8 If Customer suffers a Material Adverse Change, Customer shall provide ASC with

one or more of the forms of Financial Assurances as set forth in this Section

31. Customer shall provide such Financial Assurances within five (5) Business

Days of written notice from ASC in an amount equal to one month of firm service

reservation charges, one month of Interruptible service charges calculated on a

one hundred percent load factor basis and/or the market value of Customer's loaned

gas, each determined in the manner described in Section 31.10 below, as applicable.

Customer shall fully comply with Financial Assurances provisions of Section 31.10

of these General Terms and Conditions within 30 days of written notice from ASC.

 

31.9 If prior to initiation of service Customer does not have an Acceptable Credit

Rating, then, as a condition of ASC initiating service, Customer shall provide

ASC with one or more of the forms of Financial Assurances provided in this Section 31.

 

31.10 A Customer that does not have, or at any time fails to maintain, an Acceptable

Credit Rating shall provide to ASC, to secure its obligation to ASC pursuant to

each of Customer's Storage Service Agreements, one or more of the following forms

of Financial Assurances:

 

(a) An irrevocable Letter of Credit, subject to the following:

 

(1) each Letter of Credit shall be in effect for the lesser of one (1) year or for the Term

of the transaction plus sixty (60) days. If the Term of the transaction plus sixty (60)

days is greater than one (1) year, Customer shall ensure that its obligation to ASC is

secured continuously, and accordingly shall provide ASC with a replacement Letter of

Credit no later than thirty (30) days prior to the expiration of the then-effective

Letter of Credit. ASC will return the expiring Letter of Credit to Customer within five

(5) days of the date the Replacement Letter of Credit becomes effective;

 

(2) each Letter of Credit shall be in form and substance satisfactory to ASC, and shall

provide for partial drawdowns and, without limiting the generality of the foregoing,

shall be issued by a financial institution acceptable to ASC that is rated at least

BBB- by Standard and Poor's Corporation and Baa3 by Moody's Investor Services, Inc.; and

 

(3) in addition to all other remedies available to ASC at law or in equity, if Customer fails

to provide a replacement Letter of Credit in accordance with this Section 31.10(a), ASC

may draw upon the expiring Letter of Credit to the full amount thereof and apply the funds

so drawn in payment in whole or in part of the obligations of Customer under each or any of

Customer's Storage Service Agreements, and hold any remaining funds as cash collateral to

secure Customer's obligations hereunder, until such funds can be transferred by ASC into

an account established by Customer under Section 31.10(d).

 

(b) Customer shall provide to ASC, to secure its obligation to ASC pursuant to each of

Customer's Storage Service Agreements, a Guaranty granted to ASC by Customer's

direct or indirect parent (the "Guarantor"), provided that the amount of such

Guaranty shall not exceed the Unsecured Collateral Limit for such parent determined

using the above criteria and parent's Credit Rating. The Guaranty shall be in a form

acceptable to ASC and the provisions of this Section shall apply to the Guarantor as

if the Guarantor were the Customer;

 

(c) If Customer has requested, ASC may accept other forms of Financial Assurances to

secure Customer's obligations under the Storage Service Agreements, provided that

ASC may reject or accept such other forms of Financial Assurances in a manner that

is not unduly discriminatory;