Caledonia Gas And Storage

First Revised Volume No. 1

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Effective Date: 09/30/2010, Docket: RP10-1032-000, Status: Effective

Original Sheet No. 136 Original Sheet No. 136

 

Ratchet Levels:

Title Transfer Fee, if applicable __________

Customer agrees to pay Caledonia all charges as described in the ISS

Rate

Schedule, as specified in this Agreement.

5. POINT OF INJECTION / WITHDRAWAL:

______________________________________

6. SPECIAL TERMS AND CONDITIONS:

7 SECURITY INTEREST: IN ADDITION TO, AND NOT IN SUBSTITUTION FOR, ANY

LIEN CREATED IN FAVOR OF CALEDONIA PURSUANT TO MISS. CODE Ann. §

75-7-209, OR ANY OTHER LAW, CUSTOMER GRANTS TO AND IN FAVOR OF

CALEDONIA A SECURITY INTEREST IN CUSTOMER’S STORAGE INVENTORY (WHETHER

DELIVERED TO CALEDONIA ON THE EFFECTIVE DATE HEREOF OR ANY DATE

THEREAFTER) AND ALL PROCEEDS RELATED THERETO (INCLUDING, WITHOUT

LIMITATION, INSURANCE PROCEEDS RELATED TO DAMAGE OR LOSS OF STORAGE

INVENTORY) AS SECURITY FOR PAYMENT OF ALL FEES AND OTHER AMOUNTS OWED

BY CUSTOMER TO CALEDONIA IN CONNECTION WITH THIS AGREEMENT (INCLUDING,

WITHOUT LIMITATION, INTEREST ACCRUED UNDER THIS AGREEMENT AND

REASONABLE ATTORNEYS’ FEES AND EXPENSES THAT MAY BE INCURRED BY

CALEDONIA TO PRESERVE OR PROTECT ITS INTERESTS UNDER THIS AGREEMENT OR

IN DEFENSE OF THIRD-PARTY CLAIMS RELATED TO THE STORAGE INVENTORY).

CUSTOMER AUTHORIZES CALEDONIA TO FILE SUCH FINANCING STATEMENTS AND

OTHER INSTRUMENTS AS IT DEEMS NECESSARY TO PERFECT ITS SECURITY

INTEREST IN SUCH GOOD AND PROCEEDS TO SECURE PAYMENT OF SUCH FEES AND

OTHER AMOUNTS OWED BY CUSTOMER TO CALEDONIA. SUCH SECURITY INTEREST

SHALL BE A FIRST PRIORITY SECURITY INTEREST AND CUSTOMER SHALL CAUSE

ALL OTHER HOLDERS OF A SECURITY INTEREST IN SUCH STORAGE INVENTORY TO

DELIVER TO CALEDONIA AN ACKNOWLEDGEMENT, RELEASE AND/OR SUBORDINATION

AGREEMENT (SATISFACTORY TO CALEDONIA IN ITS REASONABLE DISCRETION) THAT

CALEDONIA’S INTEREST IS OF FIRST PRIORITY.

8. OTHER: No assignment of the rights and obligations hereunder shall

be effective unless effectuated in accordance with the terms of the

Tariff. This Agreement shall be binding upon and inure to the benefit

of the respective authorized successors and assigns. No modification

of this Agreement shall be effective until executed in writing by both

Caledonia and Customer. This Agreement may be terminated only in

accordance with the terms of the Tariff. All indemnification

obligations and assumptions of liability shall survive any termination

of this Agreement. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE

OF MISSISSIPPI, EXCLUDING CONFLICTS-OF-LAW RULES THAT MIGHT GIVE

REFERENCE TO THE LAWS OF ANOTHER JURISDICTION.

9. PROCEDURES: If the foregoing accurately reflects Customer’s

understanding of the terms of the transaction agreed to by Customer

and Caledonia, Customer shall sign and return this Agreement to

Caledonia. If any changes are required to reflect Customer’s

understanding, Customer must notify Caledonia in writing of the

changes required to reflect Customer’s understanding. If Customer

fails to notify Caledonia in writing of such changes, the terms herein

shall, in accordance with Section 3.1 of the Tariff, be deemed for all

purposes to correctly set forth the terms of the transaction agreed to

by Caledonia and Customer.