High Island Offshore System, L.L.C.

Third Revised Volume No. 1

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Effective Date: 11/01/2007, Docket: RP08- 55-000, Status: Effective

Original Sheet No. 237 Original Sheet No. 237 : Effective

 

 

FORM OF RESERVE COMMITMENT AGREEMENT

(for use under Rate Schedules FT-1 & IT)

 

 

 

THIS RESERVE COMMITMENT AGREEMENT (Agreement) is made and entered into as of the ______

day of _____________________, ____, by and between High Island Offshore System, L.L.C. a

limited liability company of the State of Delaware hereinafter referred to as

"Transporter" or "HIOS" and ___________________________________, a _________________

corporation, hereinafter referred to as "Shipper". Transporter and Shipper shall

collectively be referred to herein as the Parties.

 

 

ARTICLE I

DEFINITIONS

 

1.1 Committed Lease(s). For purposes of this Agreement, "Committed Lease(s)" shall

mean those OCS leases set forth on Exhibit A hereto.

 

1.2 Shipper's Gas. For purposes of this Agreement, "Shipper's Gas" shall mean all

Gas produced by or for the account of Shipper, or any affiliate of Shipper, from

the Committed Lease(s).

 

 

1.3 Affiliate. For purposes of this Agreement, "affiliate" shall mean any entity

controlling, controlled by, or under common control with the relevant entity.

For purposes of this definition, the term "control" (including derivative terms)

means the direct or indirect ability to direct the management and policy of the

relevant entity, whether by ownership, control of voting interests, contract or

otherwise.

 

1.4 Any Capitalized terms not defined herein shall have the meaning ascribed thereto

in Transporter's F.E.R.C. Gas Tariff.

 

 

ARTICLE II

RESERVE DEDICATION

 

2.1 In exchange for the provisions of Article XI as set forth in that certain

Transportation Service Agreement dated _____________, ______ between HIOS and

Shipper, and subject to the provisions of Section 2.4, Shipper hereby agrees to

deliver Shipper's Gas into and transport Shipper's Gas through Transporter's

pipeline facilities under a Transportation Agreement pursuant to Rate Schedules

FT-1 or IT, between Shipper and Transporter for the producible life of the

Committed Lease(s).

 

2.2(a) In the event Shipper should transfer or assign any or all of its rights, title

and/or interest in the Committed Lease(s), Shipper agrees that (i) it shall

notify Transporter in writing of its intent of such assignment as soon as

practicable and (ii) any such transfer or assignment will be made subject to the

terms of this Agreement, it being the intent of the parties hereto subject to

the provisions of this Article II, that the Committed Lease(s) remain dedicated

for purposes of transportation under Rate Schedules FT-1 or IT to Transporter's

pipeline facilities for the producible life of the Committed Lease(s). All of

the provisions of this Agreement shall be applicable to assignees of Shipper's

interests in the Committed Lease(s), and such assignees shall receive a

proportionate assignment of the rights and obligations hereunder with respect to

the Committed Lease(s) so assigned. Upon such assignment, Shipper shall be

relieved of its obligations under this Agreement to the extent, and only to the

extent, such obligations are assigned to a third party.