FERC GAS TARIFF


 

FIRST REVISED VOLUME NO. 1


 

(SUPERSEDES ORIGINAL VOLUME NO. 1)


 

of


 

FREEBIRD GAS STORAGE, L.L.C.


 

Filed with the


 

FEDERAL ENERGY REGULATORY COMMISSION


 


 


 


 

Any communications regarding this Tariff should be addressed to:

Patrick DeVille

Vice President, Marketing

Enstor Operating Company, LLC

20333 State Hwy 249, Suite 400

Houston, Texas 77070

Phone: (281) 374-3053

Fax: (281) 374-3088

   
FERC GAS TARIFF

VOLUME NO. 1

OF

FREEBIRD GAS STORAGE, L.L.C.

TABLE OF CONTENTS

Item/Section Sheet No.
   
1.  PRELIMINARY STATEMENT                                           2
2.  MAP OF SYSTEM                                                   3
3.  FSS RATE STATEMENT - FIRM STORAGE SERVICE                       4
4.  ISS RATE STATEMENT - INTERRUPTIBLE STORAGE SERVICE              5
5.  IPS RATE STATEMENT - INTERRUPTIBLE PARKING SERVICE              6
6.  ILS RATE STATEMENT - INTERRUPTIBLE LOAN SERVICE                 7
7.  IBTS RATE STATEMENT - INTERRUPTIBLE IMBALANCE TRADING SERVICE   8
8.  GENERAL TERMS AND CONDITIONS                                  100
9.  FORMS OF SERVICE AGREEMENTS                                   200
10.  INDEX OF CUSTOMERS                                            240

   
   
   PRELIMINARY STATEMENT

FREEBIRD GAS STORAGE, L.L.C. ("Freebird") is an Alabama limited liability

company subject to the jurisdiction of the Federal Energy Regulatory

Commission ("Commission" or "FERC"). Freebird is engaged in the business of

storing natural gas in interstate commerce.


 

This First Revised Volume No. 1 of Freebird’s FERC Gas Tariff contains the

Rate Statements, Rate Schedules, and General Terms and Conditions applicable

to open access storage, parking, loan and balancing services performed by

Freebird through use of its high-deliverability natural gas storage facility

and connecting lateral located in Lamar County, Alabama. Freebird provides

these services, subject to the availability of capacity, to all Shippers

eligible for service under this FERC Gas Tariff, on an open access basis at

market-based rates.

   
   
   MAP OF SYSTEM

Placeholder for future inclusion of a map of the Freebird System.

   
 FSS RATE STATEMENT FIRM STORAGE SERVICE*

RATE UNITS

Storage Reservation Market Based/ $/Dth/Month

Charge Negotiable

Payment shall be equal to the Demand Rate for Firm Storage Service specified

in Shipper’s Firm Storage Service Agreement multiplied by Shipper’s Maximum

Storage Quantity.


 

Storage Injection Market Based/ $/Dth

Charge Negotiable

Payment shall be equal to the Storage Injection Charge specified in Shipper’s

Firm Storage Service Agreement multiplied by the Dth quantity (including fuel,

if applicable) Shipper tenders to Freebird for injection into

storage.


 

Storage Withdrawal Market Based/ $/Dth

Charge Negotiable

Payment shall be equal to the Storage Withdrawal Charge specified in Shipper’s

Firm Storage Service Agreement multiplied by the Dth quantity (including fuel,

if applicable) Freebird withdraws from storage for Shipper’s

account.


 

Overrun Injection Market Based/ $/Dth

Charge Negotiable

Payment shall be equal to the Overrun Injection Charge specified in Shipper’s

Firm Storage Service Agreement multiplied by the Dth quantity (including fuel,

if applicable) Freebird shall have injected into storage for Shipper’s account

in excess of Shipper’s Maximum Daily Injection Quantity for such Day during a

given Month.


 

Overrun Withdrawal Market Based/ $/Dth

Charge Negotiable

Payment shall be equal to the Overrun Withdrawal Charge specified in Shipper’s

Firm Storage Service Agreement multiplied by the Dth quantity (including fuel,

if applicable) Freebird shall have withdrawn from storage for Shipper’s

account in excess of Shipper’s Maximum Daily Withdrawal Quantity for such Day

during a given Month.


 

Fuel Market Based/ $/Dth

Reimbursement Negotiable or in kind

This amount of Gas shall be reimbursed by Shipper in kind or paid in dollars

per Dth as specified in Shipper’s Firm Storage Service

Agreement.


 

In addition to the charges specified above, Shipper shall pay all applicable

taxes and similar assessments described in Article 14, "Taxes," of the General

Terms and Conditions of this Gas Tariff and all other applicable surcharges,

including, but not limited to, ACA charges.


 

*All quantities of Gas are measured in Dekatherms (Dth).

   
   
ISS RATE STATEMENT INTERRUPTIBLE STORAGE SERVICE*

RATE UNITS

Interruptible Storage Market Based/ $/Dth/time period

Charge Negotiable

Payment shall be equal to the Interruptible Storage Charge specified in

Shipper’s Interruptible Storage Service Agreement multiplied by Shipper’s

Interruptible Maximum Storage Quantity or Shipper’s Interruptible Storage

Inventory, as specified in Shipper’s Interruptible Storage Service

Agreement.


 

Storage Injection Market Based/ $/Dth

Charge Negotiable

Payment shall be equal to the Storage Injection Charge specified in Shipper’s

Interruptible Storage Service Agreement multiplied by the Dth quantity

(including fuel, if applicable) Shipper tenders to Freebird for injection into

storage.


 

Storage Withdrawal Market Based/ $/Dth

Charge Negotiable

Payment shall be equal to the Storage Withdrawal Charge specified in Shipper’s

Interruptible Storage Service Agreement multiplied by the Dth quantity

(including fuel, if applicable) Freebird withdraws from storage for Shipper’s

account.


 

Overrun Injection Market Based/ $/Dth

Charge Negotiable

Payment shall be equal to the Overrun Injection Charge specified in Shipper’s

Interruptible Storage Service Agreement multiplied by the Dth quantity

(including fuel, if applicable) Freebird shall have injected into storage for

Shipper’s account in excess of Shipper’s Maximum Daily Injection Quantity for

such Day during a given Month.


 

Overrun Withdrawal Market Based/ $/Dth

Charge Negotiable

Payment shall be equal to the Overrun Withdrawal Charge specified in Shipper’s

Interruptible Storage Service Agreement multiplied by the Dth quantity

(including fuel, if applicable) Freebird shall have withdrawn from storage for

Shipper’s account in excess of Shipper’s Maximum Daily Withdrawal Quantity for

such Day during a given Month.


 

Fuel Market Based/ $/Dth

Reimbursement Negotiable or in kind

This amount of Gas shall be reimbursed by Shipper in kind or paid in dollars

per Dth as specified in the Shipper’s Interruptible Storage Service

Agreement.


 

In addition to the charges specified above, Shipper shall pay all applicable

taxes and similar assessments described in Article 14, "Taxes," of the General

Terms and Conditions of this Gas Tariff and all other applicable surcharges,

including, but not limited to, ACA charges.


 

*All quantities of Gas are measured in Dekatherms (Dth).

   
IPS RATE STATEMENT - INTERRUPTIBLE PARKING SERVICE*

RATE UNITS

Interruptible Parking Market Based/ $/Dth/time period

Charge Negotiable Negotiable

Interruptible Parking Market Based/ $/Dth

Injection Charge Negotiable Negotiable

Interruptible Parking Market Based/ $/Dth

Withdrawal Charge Negotiable Negotiable

Payment shall be equal to the Interruptible Parking Charge specified in

Shipper’s Hub Services Agreement multiplied by Shipper’s Maximum Park Quantity

or Park Balance, as specified in Shipper’s Hub Services Agreement, plus the

Interruptible Parking Injection Charge multiplied by the quantity injected

(including fuel, if applicable), plus the Interruptible Parking Withdrawal

Charge multiplied by the quantity withdrawn (including fuel, if applicable),

as specified in Shipper’s Hub Services Agreement.


 

Overrun Injection Market Based/ $/Dth

Charge Negotiable

Payment shall be equal to the Overrun Injection Charge specified in Shipper’s

Hub Services Agreement multiplied by the Dth quantity (including fuel, if

applicable) Freebird shall have injected into storage for Shipper’s account in

excess of Shipper’s Maximum Daily Injection Quantity for such Day during a

given Month.


 

Overrun Withdrawal Market Based/ $/Dth

Charge Negotiable

Payment shall be equal to the Overrun Withdrawal Charge specified in Shipper’s

Hub Services Agreement multiplied by the Dth quantity (including fuel, if

applicable) Freebird shall have withdrawn from storage for Shipper’s account

in excess of Shipper’s Maximum Daily Withdrawal Quantity for such Day during a

given Month.


 

Fuel Market Based/ $/Dth

Reimbursement Negotiable or in kind

This amount of Gas shall be reimbursed by Shipper in kind or paid in dollars

per Dth as specified in Shipper’s Hub Services Agreement.


 


 

In addition to the charges specified above, Shipper shall pay all applicable

taxes and similar assessments described in Article 14, "Taxes," of the General

Terms and Conditions of this Gas Tariff and all other applicable surcharges,

including, but not limited to, ACA charges.


 

* All quantities of Gas are measured in Dekatherms (Dth).

   
   
 ILS RATE STATEMENT - INTERRUPTIBLE LOAN SERVICE*

RATE UNITS

Interruptible Loan Market Based/ $/Dth/time period

Charge Negotiable Negotiable

Interruptible Loan Market Based/ $/Dth

Injection Charge Negotiable Negotiable

Interruptible Loan Market Based/ $/Dth

Withdrawal Charge Negotiable Negotiable

Payment shall be equal to the Interruptible Loan Charge specified in Shipper’s

Hub Services Agreement multiplied by Shipper’s Maximum Loan Quantity or Loan

Balance, as specified in Shipper’s Hub Services Agreement, plus the

Interruptible Loan Injection Charge multiplied by the quantity Freebird shall

have injected for Shipper’s account (including fuel, if applicable), plus the

Interruptible Loan Withdrawal Charge multiplied by the quantity Freebird shall

have withdrawn for Shipper’s account (including fuel, if applicable), as

specified in Shipper’s Hub Services Agreement.


 

Overrun Injection Market Based/ $/Dth

Charge Negotiable

Payment shall be equal to the Overrun Injection Charge specified in Shipper’s

Hub Services Agreement multiplied by the Dth quantity (including fuel, if

applicable) Freebird shall have injected into storage for Shipper’s account in

excess of Shipper’s Maximum Daily Injection Quantity for such Day during a

given Month.


 

Overrun Withdrawal Market Based/ $/Dth

Charge Negotiable

Payment shall be equal to the Overrun Withdrawal Charge specified in Shipper’s

Hub Services Agreement multiplied by the Dth quantity (including fuel, if

applicable) Freebird shall have withdrawn from storage for Shipper’s account

in excess of Shipper’s Maximum Daily Withdrawal Quantity for such Day during a

given Month.


 

Fuel Market Based/ $/Dth

Reimbursement Negotiable or in kind

This amount of Gas shall be reimbursed by Shipper in kind or paid in dollars

per Dth as specified in Shipper’s Hub Services Agreement.


 

In addition to the charges specified above, Shipper shall pay all applicable

taxes and similar assessments described in Article 14, "Taxes," of the General

Terms and Conditions of this Gas Tariff and all other applicable surcharges,

including, but not limited to, ACA charges.


 

* All quantities of Gas are measured in Dekatherms (Dth).

   
 IBS RATE STATEMENT - INTERRUPTIBLE BALANCING SERVICE*

RATE UNITS

Interruptible Balancing Market Based/ $/Dth/time period

Charge Negotiable Negotiable

Interruptible Balancing Market Based/ $/Dth

Injection Charge Negotiable Negotiable

Interruptible Balancing Market Based/ $/Dth

Withdrawal Charge Negotiable Negotiable

Payment shall be equal to the Interruptible Balancing Charge multiplied by

Shipper’s balance quantity, plus the Interruptible Balancing Injection Charge

multiplied by the quantity Freebird shall have injected for Shipper’s account

(including fuel, if applicable), plus the Interruptible Balancing Withdrawal

Charge multiplied by the quantity Freebird shall have withdrawn for Shipper’s

account (including fuel, if applicable), as specified in Shipper’s Hub

Services Agreement.


 

Fuel Market Based/ $/Dth

Reimbursement Negotiable or in kind

This amount of Gas shall be reimbursed by Shipper in kind or paid in dollars

per Dth as specified in Shipper’s Hub Services Agreement.


 

In addition to the charges specified above, Shipper shall pay all applicable

taxes and similar assessments described in Article 14, "Taxes," of the General

Terms and Conditions of this Gas Tariff and all other applicable surcharges,

including, but not limited to, ACA charges.


 

* All quantities of Gas are measured in Dekatherms (Dth).

   
   ORIGINAL SHEET NOS. [9 – 19] ARE RESERVED FOR FUTURE USE.

   
    FSS RATE SCHEDULE FIRM STORAGE SERVICE

1. AVAILABILITY

This Rate Schedule is available to any Shipper for the purchase of Firm Gas

storage service from Freebird, provided that:


 

(a) Freebird has determined that it has available and uncommitted Firm

storage capacity and injection and withdrawal capacity to perform the

service Shipper has requested;


 

(b) Freebird has determined that the service Shipper has requested under this

Rate Schedule will not interfere with efficient operation of its System or

with service to Shippers taking other Firm service;


 

(c) Shipper and Freebird have executed a Firm Storage Service Agreement under

this Rate Schedule;


 

(d) Shipper accepts responsibility for arranging any upstream or downstream

transportation service required for utilization of the storage service

provided under this Rate Schedule; and Freebird shall not be required to

construct, modify, expand or acquire any facilities to enable Freebird to

perform any requested service under this Rate Schedule.


 

(e) Freebird shall not be required to construct, modify, expand or acquire

any facilities to enable Freebird to perform any requested service under

this Rate Schedule.


 

2. APPLICABILITY AND CHARACTER OF SERVICE

This Rate Schedule shall apply to all Firm storage service rendered by

Freebird to Shipper through use of Freebird’s System pursuant to a Firm

Storage Service Agreement. Firm storage service rendered by Freebird to

Shipper under this Rate Schedule shall consist of:


 

(a) The injection into storage on any Day of Shipper’s Gas per Shipper’s

nomination, up to Shipper’s MDIQ as stated in the executed Firm Storage

Service Agreement with Shipper, plus Fuel Reimbursement, at the Point of

Injection/Withdrawal located on Freebird’s System, provided the Shipper’s

Storage Inventory has not exceeded (or will not exceed as a result of such

injection) its MSQ;


 

(b) The storage of Gas in amounts up to Shipper’s Firm MSQ; and

(c) The withdrawal from storage on any Day of Shipper’s Gas per Shipper’s

nomination up to Shipper’s MDWQ as stated in the executed Firm Storage

Service Agreement with Shipper and the delivery of such Gas to the Point of

Injection/Withdrawal located on Freebird’s System, provided that Shipper has

a quantity of Gas in Shipper’s Firm Storage Inventory not less than the

quantity Shipper shall have nominated for withdrawal on such Day.

   
   
3. OVERRUN SERVICE

3.1 Provided it can be accomplished by Freebird without detriment to

Freebird’s System and/or Freebird’s ability to meet its Firm obligations to

other Shippers, Freebird may, upon request of Shipper and after confirmation

by Shipper’s Transporter, schedule and inject on an Interruptible basis

quantities of Gas in excess of Shipper’s MDIQ, provided that Shipper’s Firm

Storage Inventory has not exceeded Shipper’s MSQ. Such Overrun Quantities

shall be subject to the charge set forth in Section 4(d) of this Rate

Schedule.


 

3.2 Provided it can be accomplished by Freebird without detriment to

Freebird’s System and/or Freebird’s ability to meet its Firm obligations to

other Shippers, Freebird may, upon request of Shipper and after confirmation

by Shipper’s Transporter, schedule and withdraw on an Interruptible basis

quantities of Gas in excess of Shipper’s MDWQ, provided that Shipper has a

quantity of Gas in Shipper’s Firm Storage Inventory not less than the

quantities Shipper shall have nominated for withdrawal on such Day. Such

Overrun Quantities shall be subject to the charge set forth in Section 4(e) of

this Rate Schedule.


 

3.3 Freebird shall have the right to interrupt or not to schedule all or part

of the Overrun Quantities nominated, subject to Section 5 of the General Terms

and Conditions of this FERC Gas Tariff, in which event Freebird shall notify

Shipper.


 

4. RATES AND CHARGES

The rates and charges paid by Shipper for Firm storage service under this Rate

Schedule shall include the applicable storage rate components set forth in the

FSS Rate Statement and as described below:


 

(a) Storage Reservation Charge. A Monthly charge for each Dth of Shipper’s

MSQ.


 

(b) Storage Injection Charge. A usage charge for each Dth of Shipper’s Gas

injected into Freebird’s facilities pursuant to Section 2.1(a) of this Rate

Schedule during a given Month (including fuel, if applicable).


 

(c) Storage Withdrawal Charge. A usage charge for each Dth of Shipper’s Gas

withdrawn from Freebird’s facilities pursuant to Section 2.1(c) of this Rate

Schedule during a given Month (including fuel, if applicable).


 

(d) Overrun Injection Charge. A usage charge for each Dth of Gas injected

into Freebird’s facilities pursuant to Section 3.1 of this Rate Schedule

during a given Month (including fuel, if applicable).


 

(e) Overrun Withdrawal Charge. A usage charge for each Dth of Gas withdrawn

from Freebird’s facilities pursuant to Section 3.2 of this Rate Schedule

during a given Month (including fuel, if applicable).


 

(f) Fuel Reimbursement. The amount of Gas or equivalent charge for fuel and

losses determined in accordance with Section 17 of the General Terms and

Conditions of this FERC Gas Tariff and set forth in Shipper’s Firm Storage

Service Agreement.


 

(g) Regulatory Fees and Charges. Shipper shall reimburse

Freebird for all fees and charges, including, but not limited to, ACA

charges, as required by the Commission or any other regulatory

   
   
body, that are related to service provided under this Rate Schedule, as set

forth in Shipper’s Firm Storage Service Agreement.


 


 

(h) Taxes. Shipper shall be responsible for all taxes and similar assessments

described in Section 14, "Taxes," of the General Terms and Conditions of this

Gas Tariff, whether or not expressly set forth in a Service

Agreement.


 

5. TERM

The term for service under this Rate Schedule shall be as set forth in the

executed Firm Storage Service Agreement.


 

6. AUTHORIZATION, RATES, TERMS AND CHANGES

6.1 The Firm Storage Service 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, and are conditioned upon

the issuance, by the FERC, and any state or local governmental agency having

jurisdiction, of requisite authorization for Freebird to provide the storage

service contemplated hereby and to construct and operate the facilities

necessary to provide such service and for any connected pipeline to transport

Gas to/from the Point of Injection/Withdrawal necessary to effect the service

provided for herein.


 

6.2 Freebird shall have the right to propose to the FERC or other governing

regulatory body such changes in its rates and terms and conditions of service

as it deems necessary, and the Firm Storage Service Agreement shall be deemed

to include any changes which are made effective pursuant to order or

regulation or provisions of law, without prejudice to Shipper’s right to

protest the same.


 

7. INTERRUPTION OR CURTAILMENT

If, due to an emergency situation or when unexpected capacity loss occurs

after scheduling, Freebird’s capability to inject or withdraw quantities is

impaired so that Freebird is unable to inject or withdraw the quantities

provided for in its Firm Storage Service Agreements with Shippers, then

capacity, withdrawals and/or injections will be allocated according to the

priority of service as set forth in Section 5 of the General Terms and

Conditions of this FERC Gas Tariff.


 

8. EXPIRATION OF TERM

8.1 Withdrawal On or Before End of FSS Service Period. On or before the end

of the primary term or any renewed term of the Shipper’s Firm Storage Service

Agreement, Shipper must have physically withdrawn its Storage Inventory held

in storage for the account of Shipper under such Service Agreement. Except as

provided under Section 8.3 below, if such Storage Inventory remains in the

Storage Facility on any Day after the end of the service period, Freebird

shall have the right, at its sole option, to either (i) attempt to negotiate

with Shipper to enter into a new Service Agreement, on an interruptible basis,

related to such quantity of Gas remaining in Storage Inventory under the

expired Service Agreement after the end of the service period (for example, an

IPS Service Agreement), (ii) take title to the Storage Inventory under the

provisions of Section 8.2 below, and/or (iii) resort to a combination of both

such remedies. Freebird’s election to enter into a new Service Agreement will

not prevent it from subsequently exercising its rights pursuant to Section 8.2

at any time Storage Inventory remains in the Storage Facility after the end of

the new service period and Freebird and Shipper are unable to reach agreement

on the terms of a new Service

   
Agreement. Freebird’s resort to any remedy under this Article 8 will not

relieve Shipper of its obligation to pay Freebird for any applicable charges

accruing to Shipper’s account before such actions are taken.


 

8.2 Transfer of Title. Pursuant to the above-stated provisions of Section

8.1, but subject to Section 8.3 below, at Freebird’s sole option and demand,

Shipper shall transfer title to its Storage Inventory to Freebird, free and

clear of all liens, encumbrances, and adverse claims of any kind, at a price

per Dth equal to the Current Market Price of such Gas, less Freebird's costs

related to Shipper’s failure to timely remove its Gas, with "Current Market

Price" being measured on the date on which Freebird liquidates Shipper’s

Storage Inventory and which is the lesser of (A) the NYMEX Prompt Month

settlement price, as adjusted for the applicable basis differential, and (B)

the "balance of month" market price as reflected by Intercontinental Exchange

("ICE") (or the open market price, if ICE has no relevant balance of month

price information available on a timely basis.


 

8.3 Force Majeure. The provisions of Sections 8.1 and 8.2 are subject to the

provisions of this Section 8.3. To the extent Shipper is unable to withdraw

the Storage Inventory under a Service Agreement before the end of the

applicable service period by reason of a suspension of withdrawal rights

during the service period caused by Force Majeure declared by Freebird or

other curtailment of such rights declared by Freebird, Shipper shall be

allowed to nominate to remove all remaining inventories under such Service

Agreement, in accordance with Shipper’s MDWQ, and Freebird shall refrain from

exercising its rights under Sections 8.1 and 8.2, for a reasonable time after

the expiry of such Force Majeure or curtailment period (i.e., the same number

of Days as Shipper’s withdrawal rights were subject to such Force Majeure

and/or curtailment period during the initial service period), provided,

however, that after such reasonable time the terms of Sections 8.1 and 8.2

shall once again apply.


 

9. GENERAL TERMS AND CONDITIONS

Applicable provisions of the General Terms and Conditions of this FERC Gas

Tariff, as such provisions may be amended from time to time, are hereby

incorporated by reference and made a part of this Rate Schedule FSS, where

applicable, and shall supplement the terms and conditions governing service

rendered hereunder, as though stated herein; provided, however, that in the

event of any inconsistency, the terms of this Rate Schedule FSS shall

control.

  ISS RATE SCHEDULE INTERRUPTIBLE STORAGE SERVICE

1. AVAILABILITY

This Rate Schedule is available to any Shipper for the purchase of

Interruptible Gas storage service from Freebird, provided

that:


 

(a) Freebird has determined that it has operationally available and

uncommitted Interruptible storage capacity and injection and withdrawal

capacity to perform the service Shipper has requested;


 

(b) Freebird has determined that the service Shipper has requested under this

Rate Schedule will not interfere with efficient operation of its System or

with Firm service;


 

(c) Shipper and Freebird have executed an Interruptible Storage Service

Agreement under this Rate Schedule;


 

(d) Shipper accepts responsibility for arranging any upstream and downstream

transportation service required for utilization of the storage service

provided under this Rate Schedule; and


 

(e) Freebird shall not be required to construct, modify, expand or acquire any

facilities to enable Freebird to perform any requested service under this Rate

Schedule.


 

2. APPLICABILITY AND CHARACTER OF SERVICE

2.1 This Rate Schedule shall apply to all Interruptible storage service

rendered by Freebird to Shipper through use of Freebird’s System pursuant to

an executed Interruptible Storage Service Agreement. Interruptible storage

service rendered by Freebird to Shipper under this Rate Schedule shall consist

of:


 

(a) The injection into storage on any Day of Shipper’s Gas per Shipper’s

nomination, up to Shipper’s MDIQ as stated in the executed Interruptible

Storage Service Agreement with Shipper, provided that all Firm Service

nominations for injection have been satisfied, Shipper delivers the nominated

quantity, plus Fuel Reimbursement, at the Point of Injection/Withdrawal

located on Freebird’s System, and Shipper’s Interruptible Storage Inventory

has not exceeded its MSQ;


 

(b) The storage of Gas in amounts up to Shipper’s Interruptible MSQ, provided

that all Firm service storage obligations have been satisfied;

and


 

(c) The withdrawal from storage on any Day of Shipper’s Gas per Shipper’s

nomination up to Shipper’s MDWQ as stated in the executed Interruptible

Storage Service Agreement with Shipper and the delivery of such Gas to the

Point of Injection/Withdrawal located on Freebird’s System, provided that all

Firm service nominations for withdrawal have been satisfied, and Shipper has a

quantity of Gas in Shipper’s Interruptible Storage Inventory not less than the

quantity the Shipper shall have nominated for withdrawal on such Day.


 

2.2 Gas which is scheduled for daily injection or withdrawal under this Rate

Schedule is subject to interruption based upon changes in Firm storage service

nominations received by Freebird or when

   
necessary to maintain the operational integrity of Freebird’s System. Prior

notice of interruption will be given pursuant to Section 5.3 of the General

Terms and Conditions of this FERC Gas Tariff. In the event that Freebird

notifies the Shipper of an interruption in service under this Rate Schedule,

the Shipper must cease injections or withdrawals, in whole or in part, as

specified by Freebird.


 

2.3 To the extent Interruptible storage capacity which is being utilized by an

Interruptible Shipper hereunder is needed by Freebird in order to satisfy

Freebird’s Firm service obligations or such capacity is otherwise necessary to

avoid adverse impact on the operation of Freebird’s System, Freebird may

require Shipper to withdraw all, or any portion of, the Storage Inventory held

in storage by Freebird under this Rate Schedule for the account of Shipper.

Freebird will notify the Shipper of the need to withdraw Gas and the quantity

to be withdrawn, and shall specify the time period in which the Shipper must

comply with the notice. Freebird’s notice to Shipper may be given orally, but

shall be confirmed in writing via U.S. mail, e-mail, instant messaging or

facsimile to the Shipper. Unless Freebird otherwise agrees, Shipper shall be

required to make nominations ratably over the specified time period. During

the period specified by Freebird for withdrawal, Shipper may negotiate a sale

in place of its Gas in storage to another Shipper with storage capacity

available under one of Freebird’s Rate Schedules pursuant to Section 18 of

this FERC Gas Tariff. If Shipper fails to withdraw or sell in place such

Storage Inventory within the time period specified by Freebird, Freebird may

take, free and clear of any adverse title, claims or liens, title to such ISS

Storage Inventory as Shipper was instructed to withdraw, at a price per Dth

equal to the Current Market Price (as defined in Section 8 below), less

Freebird’s costs related to the Shipper’s failure to timely remove its gas,

and Freebird shall credit such proceeds to any amount owed by Shipper to

Freebird; provided, however, that for each Day Freebird is unable to schedule

the withdrawal of Shipper’s Gas, the period specified for withdrawal shall be

extended by a corresponding number of Days.

   
   
 3. OVERRUN SERVICE


 

3.1 Provided it can be accomplished by Freebird without detriment to

Freebird’s System and Freebird has injection capacity available, Freebird may,

upon request of Shipper and after confirmation by Shipper’s Transporter,

schedule and inject on an Interruptible basis quantities of Gas in excess of

Shipper’s MDIQ, provided that Shipper’s Interruptible Storage Inventory has

not exceeded Shipper’s MSQ. Such Overrun Quantities shall be subject to the

charge set forth in Section 4(d) of this Rate Schedule.


 

3.2 Provided it can be accomplished by Freebird without detriment to

Freebird’s System and Freebird has withdrawal capacity available, Freebird

may, upon request of Shipper and after confirmation by Shipper’s Transporter,

schedule and withdraw on an Interruptible basis quantities of Gas in excess of

Shipper’s MDWQ, provided that Shipper has a quantity of Gas in Shipper’s

Interruptible Storage Inventory not less than the quantities Shipper shall

have nominated for withdrawal on such Day. Such Overrun Quantities shall be

subject to the charge set forth in Section 4(e) of this Rate Schedule.


 

3.3 Freebird shall have the right to interrupt or not to schedule all or part

of the Overrun Quantities nominated, subject to Section 5 of the General Terms

and Conditions of this FERC Gas Tariff, in which event Freebird shall notify

Shipper.


 

4. RATES AND CHARGES

The rates and charges paid by Shipper for Interruptible storage service under

this Rate Schedule shall include the applicable storage rate components set

forth in the ISS Rate Statement and as described

below:


 

(a) Interruptible Storage Charge. A charge for each Dth of ISS available to

Shipper (Shipper’s MSQ). The charge may be on a daily, monthly or other

basis per agreement between Freebird and Shipper.


 

(b) Storage Injection Charge. A usage charge for each Dth of Shipper’s Gas

(including fuel, if applicable) injected into Freebird’s facilities pursuant

to Section 2.1(a) of this Rate Schedule during a given

Month.


 

(c) Storage Withdrawal Charge. A usage charge for each Dth of Shipper’s Gas

(including fuel, if applicable) withdrawn from Freebird’s facilities pursuant

to Section 2.1(c) of this Rate Schedule during a given

Month.


 

(d) Overrun Injection Charge. A charge for each Dth of Gas (including fuel,

if applicable) injected into Freebird’s facilities pursuant to Section 3.1 of

this Rate Schedule during a given Month.


 

(e) Overrun Withdrawal Charge. A usage charge for each Dth of Gas (including

fuel, if applicable) withdrawn from Freebird’s facilities pursuant to Section

3.2 of this Rate Schedule during a given Month.


 

(f) Fuel Reimbursement. The amount of Gas or equivalent charge for fuel and

losses determined in accordance with Section 17 of the General Terms and

Conditions of this FERC Gas Tariff and set forth in Shipper’s Interruptible

Storage Service Agreement.

   
(g) Regulatory Fees and Charges. Shipper shall reimburse Freebird for all

fees and charges, including, but not limited to, ACA charges, as required by

the Commission or any other regulatory body, that are related to service

provided under this Rate Schedule, as set forth in Shipper’s Interruptible

Storage Service Agreement.


 

(h) Taxes. Shipper shall be responsible for all taxes and similar assessments

described in Section 14, "Taxes," of the General Terms and Conditions of this

Gas Tariff, whether or not expressly set forth in a Service Agreement.


 

5. TERM

The term for service under this Rate Schedule shall be as set forth in the

executed Interruptible Storage Service Agreement.


 

6. AUTHORIZATION, RATES, TERMS AND CHANGES

6.1 The Interruptible Storage Service 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, and are

conditioned upon the issuance, by the FERC, and any state or local

governmental agency having jurisdiction, of requisite authorization for

Freebird to provide the storage service contemplated hereby and to construct

and operate the facilities necessary to provide such service and for any

connected pipeline to transport natural Gas to/from the Point of

Injection/Withdrawal necessary to effect the service provided for herein.


 

6.2 Freebird shall have the right to propose to the FERC or other governing

regulatory body such changes in its rates and terms and conditions of service

as it deems necessary, and the Interruptible Storage Service Agreement shall

be deemed to include any changes which are made effective pursuant to order or

regulation or provisions of law, without prejudice to Shipper’s right to

protest the same.


 

7. INTERRUPTION OR CURTAILMENT

If, due to an emergency situation or when unexpected capacity loss occurs

after scheduling, Freebird’s capability to inject or withdraw quantities is

impaired so that Freebird is unable to inject or withdraw the quantities

provided for in its Interruptible Storage Service Agreements with Shippers,

then capacity, withdrawals and/or injections will be allocated according to

the priority of service as set forth in Section 5 of the General Terms and

Conditions of this FERC Gas Tariff.


 

8. EXPIRATION OF TERM

8.1 Withdrawal On or Before End of ISS Service Period. On or before the end

of the primary term or any renewed term of the Shipper’s Interruptible Storage

Service Agreement, Shipper must have physically withdrawn all of the Storage

Inventory held in storage for the account of Shipper under such Service

Agreement. Except as provided under Section 8.3 below, if such Storage

Inventory remains in the Storage Facility on any Day after the end of such

service period, Freebird shall have the right, at its sole option, to either

(i) attempt to negotiate with Shipper to enter into a new Service Agreement,

on an interruptible basis, related to such quantity of Gas remaining in such

Storage Inventory after the end of the service period (for example, an IPS

Transaction), (ii) take title to the Storage Inventory under the provisions of

Section 8.2 below, and/or (iii) resort to a combination of both such remedies.

Freebird’s election to enter

   
into a new Service Agreement will not prevent it from subsequently exercising

its rights pursuant to Section 8.2 at any time such Storage Inventory remains

in the Storage Facility after the end of the new service period. Freebird’s

resort to any remedy under this Article 8 will not relieve Shipper of its

obligation to pay Freebird for any applicable charges accruing to Shipper’s

account before such actions are taken.


 

8.2 Transfer of Title. Pursuant to the above-stated provisions of Section

8.1, but subject to Section 8.3 below, at Freebird’s sole option and demand,

Shipper shall transfer title to its Storage Inventory to Freebird, free and

clear of all liens, encumbrances, and adverse claims of any kind, at a price

per Dth equal to the Current Market Price of such Gas, less Freebird's costs

related to Shipper’s failure to timely remove its Gas, with "Current Market

Price" being measured on the date on which Freebird liquidates Shipper’s

Storage Inventory and which is the lesser of (A) the NYMEX Prompt Month

settlement price, as adjusted for the applicable basis differential, and (B)

the "balance of month" market price as reflected by Intercontinental Exchange

("ICE") (or the open market price, if ICE has no relevant balance of month

price information available on a timely basis.


 

8.3 Force Majeure. The provisions of Sections 8.1 and 8.2 are subject to the

provisions of this Section 8.3. To the extent Shipper is unable to withdraw

the Storage Inventory under a Service Agreement before the end of the

applicable service period by reason of a suspension of withdrawal rights

during the service period caused by Force Majeure declared by Freebird or

other curtailment of such rights declared by Freebird, Shipper shall be

allowed to nominate to remove all remaining inventories under such Service

Agreement, on an interruptible basis and in accordance with Shipper’s MDWQ,

and Freebird shall refrain from exercising its rights under Sections 8.1 and

8.2, for a reasonable time after the expiry of such Force Majeure or

curtailment period (i.e., the same number of Days as Shipper’s withdrawal

rights were subject to such Force Majeure and/or curtailment period during the

service period), provided, however, that after such reasonable time the terms

of Sections 8.1 and 8.2 shall once again apply.


 

9. GENERAL TERMS AND CONDITIONS

Applicable provisions of the General Terms and Conditions of this FERC Gas

Tariff, as such provisions may be amended from time to time, are hereby

incorporated by reference and made a part of this Rate Schedule ISS, where

applicable, and shall supplement the terms and conditions governing service

rendered hereunder, as though stated herein; provided, however, that in the

event of any inconsistency, the terms of this Rate Schedule ISS shall

control.

   
IPS RATE SCHEDULE INTERRUPTIBLE PARKING SERVICE

1. AVAILABILITY

This Rate Schedule is available to any Shipper for the purchase of

Interruptible parking service from Freebird, provided

that:


 

(a) Freebird has determined that it has operationally available and

uncommitted storage capacity and injection and withdrawal capacity to perform

the parking service Shipper has requested;


 

(b) Freebird has determined that the parking service Shipper has requested

under this Rate Schedule will not interfere with efficient operation of its

System or with Firm services;


 

(c) Shipper and Freebird have executed a Hub Services Agreement under this

Rate Schedule;


 

(d) Shipper accepts responsibility for arranging any upstream and downstream

transportation service required for utilization of the parking service

provided under this Rate Schedule; and


 

(e) Freebird shall not be required to construct, modify, expand or acquire

any facilities to enable Freebird to perform any requested service under

this Rate Schedule.


 

2. APPLICABILITY AND CHARACTER OF SERVICE

2.1 This Rate Schedule shall apply to all Interruptible parking service

rendered by Freebird to Shipper through use of Freebird’s System pursuant to

an executed Hub Services Agreement. Interruptible parking service rendered by

Freebird to Shipper under this Rate Schedule shall consist of the receipt,

injection, storage, and withdrawal and delivery of Shipper’s Gas, on an

Interruptible basis, by Freebird. Service under this Rate Schedule

includes:


 

(a) The injection into storage on any Day of Shipper’s Gas per Shipper’s

nomination, up to Shipper’s MDIQ as stated in the Hub Services Agreement with

Shipper, provided that all Firm service nominations for injection have been

satisfied, Shipper delivers the nominated quantity, plus Fuel Reimbursement,

at the Point of Injection/Withdrawal located on Freebird’s System, and

Shipper’s Park Balance has not exceeded its MPQ;


 

(b) The storage of Gas in amounts up to Shipper’s MPQ, provided that all Firm

service storage obligations have been satisfied;

and


 

(c) The withdrawal from storage on any Day and delivery of Shipper’s Gas per

Shipper’s nomination to the Point of Injection/Withdrawal located on

Freebird’s System up to Shipper’s MDWQ as stated in the Hub Services Agreement

with Shipper, provided that all Firm service nominations or withdrawals have

been satisfied, and that Shipper has a quantity of Gas stored in Shipper’s

Park Balance not less than the quantity the Shipper shall have nominated for

withdrawal on such Day.

   
  2.2 Gas which is scheduled for daily injection or withdrawal under this Rate

Schedule is subject to interruption based upon changes in Firm storage service

nominations received by Freebird or when necessary to maintain the operational

integrity of Freebird’s System. Prior notice of interruption will be given

pursuant to Section 5 of the General Terms and Conditions of this FERC Gas

Tariff. In the event that Freebird notifies the Shipper of an interruption in

service under this Rate Schedule, the Shipper must cease injections or

withdrawals, in whole or in part, as specified by

Freebird.


 

2.3 To the extent storage capacity which is being utilized by an Interruptible

Shipper hereunder is needed by Freebird in order to satisfy Freebird’s Firm

service obligations or such capacity is otherwise necessary to avoid adverse

impact on the operation of Freebird’s System, Freebird may require Shipper to

withdraw all, or any portion of, the Park Balance held in storage by Freebird

under this Rate Schedule for the account of Shipper. Freebird will notify the

Shipper of the need to withdraw Gas and the quantity to be withdrawn, and

shall specify the time period in which the Shipper must comply with the

notice. Freebird’s notice to Shipper may be given orally, but shall be

confirmed in writing via U.S. mail, e-mail, instant messaging or facsimile to

the Shipper. Unless Freebird otherwise agrees, Shipper shall be required to

make nominations ratably over the specified time period. During the period

specified by Freebird for withdrawal, Shipper may negotiate a sale in place of

its Gas in storage to another Shipper with storage capacity available under

one of Freebird’s Rate Schedules pursuant to Section 18 of this FERC Gas

Tariff. If Shipper fails to withdraw or sell in place such Park Balance

within the time period specified by Freebird, then Freebird may take, free and

clear of any adverse title, claims or liens, title to such IPS Park Balance as

Shipper was instructed to withdraw, at a price per Dth equal to the Current

Market Price (as defined in Section 8 below), less Freebird's costs related to

Shipper’s failure to timely remove its Gas, and Freebird shall credit such

proceeds to any amount owed by Shipper to Freebird; provided, however, that

for each Day Freebird is unable to schedule the withdrawal of Shipper’s Gas,

the period specified for withdrawal shall be extended by a corresponding number

of Days.


 

3. OVERRUN SERVICE

3.1 Provided it can be accomplished by Freebird without detriment to

Freebird’s System and Freebird has injection capacity available, Freebird may,

upon request of Shipper and after confirmation by Shipper’s Transporter,

schedule and inject on an Interruptible basis quantities of Gas in excess of

Shipper’s MDIQ, provided that Shipper’s Interruptible Park Balance has not

exceeded Shipper’s MPQ. Such Overrun Quantities shall be subject to the

charge set forth in Section 4(d) of this Rate Schedule.


 

3.2 Provided it can be accomplished by Freebird without detriment to

Freebird’s System and Freebird has withdrawal capacity available, Freebird

may, upon request of Shipper and after confirmation by Shipper’s Transporter,

schedule and withdraw on an Interruptible basis quantities of Gas in excess of

Shipper’s MDWQ, provided that Shipper has a quantity of Gas in Shipper’s

Interruptible Park Balance not less than the quantities Shipper shall have

nominated for withdrawal on such Day. Such Overrun Quantities shall be

subject to the charge set forth in Section 4(e) of this Rate Schedule.


 


 

3.3 Freebird shall have the right to interrupt or not to schedule all or part

of the Overrun Quantities nominated, subject to Section 5 of the General Terms

and Conditions of this FERC Gas Tariff, in which event Freebird shall notify

Shipper.

   
4. RATES AND CHARGES

Shipper shall pay rates and charges for Interruptible parking service under

this Rate Schedule including the applicable parking rate components set forth

in the IPS Rate Statement and as described below:


 

(a) Interruptible Parking Charge. A charge for each Dth of IPS available to

Shipper (Shipper’s MPQ). The charge may be on a daily, monthly or other basis

per agreement between Freebird and Shipper.


 

(b) Interruptible Parking Injection Charge. A usage charge for each Dth of

Shipper’s Gas (including fuel, if applicable) injected into Freebird’s

facilities pursuant to Section 2.1(a) of this Rate Schedule during a given

invoice period.


 

(c) Interruptible Parking Withdrawal Charge. A usage charge for each Dth of

Shipper’s Gas (including fuel, if applicable) withdrawn from Freebird’s

facilities pursuant to Section 2.1(c) of this Rate Schedule during a given

invoice period.


 

(d) Overrun Injection Charge. A usage charge for each Dth of Gas (including

fuel, if applicable) injected into Freebird’s facilities pursuant to Section

3.1 of this Rate Schedule during a given Month.


 

(e) Overrun Withdrawal Charge. A usage charge for each Dth of Gas (including

fuel, if applicable) withdrawn from Freebird’s facilities pursuant to Section

3.2 of this Rate Schedule during a given Month.


 

(f) Fuel Reimbursement. The amount of Gas or equivalent charge for fuel and

losses determined in accordance with Section 17 of the General Terms and

Conditions of this FERC Gas Tariff and set forth in Shipper’s Hub Services

Agreement.


 

(g) Regulatory Fees and Charges. Shipper shall reimburse Freebird for all

fees and charges, including, but not limited to, ACA charges, as required by

the Commission or any other regulatory body, that are related to service

provided under this Rate Schedule, as set forth in Shipper’s Hub Services

Agreement.


 

(h) Taxes. Shipper shall be responsible for all taxes and similar assessments

described in Section 14, "Taxes," of the General Terms and Conditions of this

Gas Tariff, whether or not expressly set forth in a Service Agreement.


 

5. TERM

The term for service under this Rate Schedule shall be as set forth in

Shipper’s Hub Services Agreement.


 

6. AUTHORIZATION, RATES, TERMS AND CHANGES

6.1 The Hub Services 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, and are conditioned upon the

issuance, by the FERC, and any state or local governmental agency having

   
   
jurisdiction, of requisite authorization for Freebird to provide the parking

service contemplated hereby and to construct and operate the Gas storage

facilities necessary to provide such parking service and for any connected

pipeline to transport Gas to/from the Point of Injection/Withdrawal necessary

to effect the parking service provided for herein.


 

6.2 Freebird shall have the right to propose to the FERC or any other

governing regulatory body such changes in its rates and terms and conditions

of service as it deems necessary, and the Hub Services Agreement shall be

deemed to include any changes which are made effective pursuant to order or

regulation or provisions of law, without prejudice to Shipper’s right to

protest the same.


 

7. INTERRUPTION OR CURTAILMENT

If due to any cause whatsoever, Freebird’s capability to inject or withdraw

quantities is impaired so that Freebird is unable to inject or withdraw the

quantities provided for in its Hub Services Agreements with Shippers, then

capacity, withdrawals, and/or injections will be allocated according to the

priority of service as set forth in Section 5 of the General Terms and

Conditions of this FERC Gas Tariff.


 

8. EXPIRATION OF TERM

8.1 Withdrawal On or Before End of IPS Service Period. On or before the end

of the primary term or any renewed term of the Shipper’s Interruptible Parking

Service Agreement, Shipper must have physically withdrawn all of the Park

Balance held in storage by Freebird under this Rate Schedule for the account

of Shipper. Except as provided under Section 8.3 below, if such Storage

Inventory remains in the Storage Facility on any Day after the end of such

service period, Freebird shall have the right, at its sole option, to either

(i) attempt to negotiate with Shipper to enter into a new Service Agreement,

on an interruptible basis, related to such quantity of Gas remaining in such

Storage Inventory after the end of the service period (for example, a new IPS

Service Agreement), (ii) take title to the Storage Inventory under the

provisions of Section 8.2 below, and/or (iii) resort to a combination of both

such remedies. Freebird’s election to enter into a new Service Agreement will

not prevent it from subsequently exercising its rights pursuant to Section 8.2

at any time such Storage Inventory remains in the Storage Facility after the

end of the new service period. Freebird’s resort to any remedy under this

Article 8 will not relieve Shipper of its obligation to pay Freebird for any

applicable charges accruing to Shipper’s account before such actions are

taken.


 

8.2 Transfer of Title. Pursuant to the above-stated provisions of Section

8.1, but subject to Section 8.3 below, at Freebird’s sole option and demand,

Shipper shall transfer title to its Storage Inventory to Freebird, free and

clear of all liens, encumbrances, and adverse claims of any kind, at a price

per Dth equal to the Current Market Price of such Gas, less Freebird's costs

related to Shipper’s failure to timely remove its Gas, with "Current Market

Price" being measured on the date on which Freebird liquidates Shipper’s

Storage Inventory and which is the lesser of (A) the NYMEX Prompt Month

settlement price, as adjusted for the applicable basis differential, and (B)

the "balance of month" market price as reflected by Intercontinental Exchange

("ICE") (or the open market price, if ICE has no relevant balance of month

price information available on a timely basis.8.3 Force Majeure. The

provisions of Sections 8.1 and 8.2 are subject to the provisions of this

Section 8.3. To the extent Shipper is unable to withdraw the Storage

Inventory under a Service Agreement before the end of the applicable service

period by reason of a suspension of withdrawal rights during the service

period caused by Force Majeure declared by Freebird or other curtailment of

such rights declared by

Freebird, Shipper shall be allowed to nominate to remove all remaining

inventories under such Service Agreement, on an interruptible basis and in

accordance with Shipper’s MDWQ, and Freebird shall refrain from exercising its

rights under Sections 8.1 and 8.2, for a reasonable time after the expiry of

such Force Majeure or curtailment period (i.e., the same number of Days as

Shipper’s withdrawal rights were subject to such Force Majeure and/or

curtailment period during the service period), provided, however, that after

such reasonable time the terms of Sections 8.1 and 8.2 shall once again apply.


 


 

9. GENERAL TERMS AND CONDITIONS

Applicable provisions of the General Terms and Conditions of this FERC Gas

Tariff, as such provisions may be amended from time to time, are hereby

incorporated by reference and made a part of this Rate Schedule IPS, where

applicable, and shall supplement the terms and conditions governing service

rendered hereunder, as though stated herein; provided, however, that in the

event of any inconsistency, the terms of this Rate Schedule IPS shall

control.

   
  ILS RATE SCHEDULE INTERRUPTIBLE LOAN SERVICE

1. AVAILABILITY

This Rate Schedule is available to any Shipper for the purchase of

Interruptible Gas loan service from Freebird, provided

that:


 

(a) Freebird has determined that it has operationally available and

uncommitted storage capacity, injection or withdrawal capacity to perform the

service Shipper has requested;


 

(b) Freebird has determined that the service Shipper has requested under this

Rate Schedule will not interfere with efficient operation of its System or

with Firm service;


 

(c) Shipper and Freebird have executed a Hub Services Agreement under this

Rate Schedule;


 

(d) Shipper accepts responsibility for arranging any upstream and downstream

transportation service required for utilization of the loan service provided

under his Rate Schedule; and


 

(e) Freebird shall not be required to construct, modify, expand or acquire

any facilities to enable Freebird to perform any requested service under

this RateSchedule.


 

2. APPLICABILITY AND CHARACTER OF SERVICE

2.1 This Rate Schedule shall apply to all Interruptible loan service rendered

by Freebird to Shipper through use of Freebird’s System pursuant to an

executed Hub Services Agreement. Interruptible loan service rendered by

Freebird to Shipper under this Rate Schedule shall consist of the advancement

to Shipper, upon nomination and subsequent confirmation, of daily quantities

of Gas in storage not to exceed Shipper’s MDWQ up to Shipper’s MLQ, as stated

in the Hub Services Agreement with Shipper, provided that all Firm service

nominations for withdrawal have been satisfied and System needs allow.

Shipper agrees to replace the borrowed quantities of Gas to Freebird at a time

to be agreed upon as set forth in the Hub Services Agreement. If Shipper

fails to return Gas advanced by Freebird to Shipper on or before the agreed

date and time, the terms of Section 8.0 below shall apply.


 

2.2 To the extent Freebird advances Gas to an Interruptible Shipper which is

needed by Freebird in order to satisfy Freebird’s obligations to Firm service

Shippers or the Gas is otherwise necessary to meet System needs, Freebird may

with reasonable and nondiscriminatory discretion and upon giving notice to

Shipper, interrupt the continuation of any or all services hereunder and

require Shipper to replace or replenish all, or any portion, of the Loan

Balance borrowed by Shipper. Freebird will notify the Shipper of the need to

replace or replenish Gas and the quantity to be replaced or replenished and

shall specify the time period in which the Shipper must comply with the

notice. Freebird’s notice to Shipper may be given orally, but shall be

confirmed in writing via U.S. mail, electronic-mail, facsimile, instant

messaging or other method to Shipper. Unless Freebird otherwise agrees,

Shipper shall be required to make injections ratably over the specified time

period. If Shipper fails to replace or replenish borrowed Gas to Freebird as

directed within the period specified by Freebird, Freebird will have the

right to treat the loaned quantities that have not been returned as a sale of

such loaned quantities to Shipper, at a price per Dth equal to the Current

Market Price (as defined in Section 8 below), plus Freebird’s costs related

to Shipper’s failure to timely

   
return the loaned Gas. Freebird will invoice Shipper for such amount, and

Shipper’s loaned quantities with respect to the relevant Service Agreement

will be decreased accordingly upon Shipper’s payment therefor. The sale of

Gas to Shipper under this section will not relieve Shipper of its obligation

to pay Freebird all applicable charges that accrued before such sale.

Notwithstanding anything else herein to the contrary, to the extent Shipper

is unable to return all or any portion of loaned quantities because of an

interruption of Shipper’s injection service, Shipper shall be allowed to

return such loaned quantities within a reasonable time period following the

expiry of such interruption.


 

3. OVERRUN SERVICE

3.1 Provided it can be accomplished by Freebird without detriment to

Freebird’s System and Freebird has injection capacity available, Freebird may,

upon request of Shipper and after confirmation by Shipper’s Transporter,

schedule and inject on an Interruptible basis quantities of Gas in excess of

Shipper’s MDIQ. Such Overrun Quantities shall be subject to the charge set

forth in Section 4(d) of this Rate Schedule.


 

3.2 Provided it can be accomplished by Freebird without detriment to

Freebird’s System and Freebird has withdrawal capacity available, Freebird

may, upon request of Shipper and after confirmation by Shipper’s Transporter,

schedule and withdraw on an Interruptible basis quantities of Gas in excess of

Shipper’s MDWQ, provided that the quantities Shipper shall have nominated for

withdrawal on such Day will not cause Shipper’s Loan Balance to exceed

Shipper’s MLQ. Such Overrun Quantities shall be subject to the charge set

forth in Section 4(e) of this Rate Schedule.


 

3.3 Freebird shall have the right to interrupt or not to schedule all or part

of the Overrun Quantities nominated, subject to Section 5 of the General Terms

and Conditions of this FERC Gas Tariff, in which event Freebird shall notify

Shipper.


 

4. RATES AND CHARGES

Shipper shall pay rates and charges for Interruptible loan service under this

Rate Schedule including the applicable loan rate components set forth in the

ILS Rate Statement and as described below:


 

(a) Interruptible Loan Charge. A charge for each Dth of ILS available to

Shipper (Shipper’s MLQ). The charge may be on a daily, monthly, or other

basis per agreement between Freebird and Shipper.


 

(b) Interruptible Loan Injection Charge. A usage charge for each Dth of Gas

(including fuel, if applicable) injected into Freebird’s facilities pursuant

to Section 2.1 of this Rate Schedule.


 

(c) Interruptible Loan Withdrawal Charge. A usage charge for each Dth of Gas

(including fuel, if applicable) withdrawn from Freebird’s facilities pursuant

to Section 2.1 of this Rate Schedule.


 

(d) Overrun Injection Charge. A usage charge for each Dth of Gas (including

fuel, if applicable) injected into Freebird’s facilities pursuant to Section

3.1 of this Rate Schedule during a given Month.

   
   
(e) Overrun Withdrawal Gas. A usage charge for each Dth of Gas (including

fuel, if applicable) withdrawn from Freebird’s facilities pursuant to Section

3.2 of this Rate Schedule during a given Month.


 

(f) Fuel Reimbursement. The amount of Gas or equivalent charge for fuel and

losses determined in accordance with Section 17 of the General Terms and

Conditions of this FERC Gas Tariff and set forth in Shipper’s Hub Services

Agreement.


 

(g) Regulatory Fees and Charges. Shipper shall reimburse Freebird for all

fees and charges, including, but not limited to, ACA charges, as required by

the Commission or any other regulatory body, that are related to service

provided under this Rate Schedule, as set forth in Shipper’s Hub Services

Agreement.


 

(h) Taxes. Shipper shall be responsible for all taxes and similar assessments

described in Section 14, "Taxes," of the General Terms and Conditions of this

Gas Tariff, whether or not expressly set forth in a Service Agreement.


 

5. TERM

The term for service under this Rate Schedule shall be as set forth in

Shipper’s Hub Services Agreement.


 

6. AUTHORIZATION, RATES, TERMS AND CHANGES

6.1 The Hub Services 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, and are conditioned upon the

issuance, by the FERC and any state or local governmental agency having

jurisdiction, of requisite authorization for Freebird to provide the loan

service contemplated hereby and to construct and operate the Gas storage

facilities necessary to provide such loan service and for any connected

pipeline to transport Gas to/from the Point of Injection/Withdrawal necessary

to effect the loan service provided for herein.


 

6.2 Freebird shall have the right to propose to the FERC or any other

governing regulatory body such changes in its rates and terms and conditions

of service as it deems necessary, and the Hub Services Agreement shall be

deemed to include any changes which are made effective pursuant to order or

regulation or provisions of law, without prejudice to Shipper’s right to

protest the same.


 

7. INTERRUPTION OR CURTAILMENT

If, due to any cause whatsoever, Freebird’s capability to inject or withdraw

quantities is impaired so that Freebird is unable to inject or withdraw the

quantities provided for in its Hub Services Agreements with Shippers, then

capacity, withdrawals, and/or injections will be allocated according to the

priority of service as set forth in Section 5 of the General Terms and

Conditions of this FERC Gas Tariff.

   
8. EXPIRATION OF TERM

8.1 Failure to Return Gas. On or before the end of an ILS service period,

Shipper must have delivered to the Storage Facility a volume of Gas equal to

the loaned quantities borrowed by Shipper under the relevant Service

Agreement. Except as provided under Section 8.3 below, if Shipper fails to

re-deliver all loaned quantities on or before the last Day of the service

period, Freebird will have the right, at its sole option, to either (i)

attempt to negotiate with Shipper to enter into a new Service Agreement, on an

interruptible basis, related to such unreturned loaned quantities (for

example, a new ILS Service Agreement), (ii) treat the loaned quantities that

have not been re-delivered as a sale of such loaned quantities to Shipper

under the terms set forth in Section 8.2, and/or (iii) resort to a combination

of both such remedies. Freebird’s election to enter into a new Service

Agreement will not prevent it from subsequently exercising its rights pursuant

to Section 8.2 at any time loaned quantities have not been re-delivered to

Freebird after the end of the new service period. Freebird’s resort to any

remedy under this Article 8 will not relieve Shipper of its obligation to pay

Freebird for any applicable charges accruing to Shipper’s account before such

actions are taken.


 

8.2 Transfer of Title. Pursuant to the provisions of Section 8.1 above, but

subject to Section 8.3 below, at Freebird’s sole option, Freebird shall charge

Shipper, and Shipper shall pay within ten (10) Days of Freebird’s invoice, for

a quantity of Gas thermally equivalent to the loaned quantities that were not

returned to Freebird, at a price per Dth equal to the Current Market Price of

such Gas, plus Freebird’s costs related to Shipper’s failure to timely return

the loaned Gas, with "Current Market Price" being measured on the date on

which Freebird liquidates Shipper’s outstanding ILS quantities and which is

the greater of (A) the NYMEX Prompt Month settlement price, as adjusted for

the applicable basis differential, and (B) the "balance of month" market price

as reflected by Intercontinental Exchange ("ICE") (or the open market price,

if ICE has no relevant balance of month price information available on a

timely basis).  Freebird will invoice Shipper for such amount and Shipper’s

loaned quantities with respect to the relevant Service Agreement will be

decreased accordingly upon Shipper’s payment therefor.


 

8.3 Force Majeure. The provisions of Sections 8.1 and 8.2 are subject to the

provisions of this Section 8.3. To the extent Shipper is unable to deliver to

the Storage Facility a volume of gas equal to the loaned quantities borrowed

by Shipper under a Service Agreement before the end of the applicable service

period by reason of suspension of injection rights during the service period

caused by Force Majeure declared by Freebird or other curtailment of such

rights declared by Freebird, Shipper shall be allowed to nominate to deliver

to the Storage Facility all remaining loaned quantities under such Service

Agreement, on an interruptible basis and in accordance with Shipper’s MDIQ,

and Freebird shall refrain from exercising its rights under Sections 8.1 and

8.2, for a reasonable time after the expiry of such Force Majeure or

curtailment period (i.e., the same number of Days as Shipper’s injection

rights were subject to such Force Majeure and/or curtailment period during the

initial service period), provided, however, that after such reasonable time

the terms of Sections 8.1 and 8.2 shall once again apply.


 

9. GENERAL TERMS AND CONDITIONS

Applicable provisions of the General Terms and Conditions of this FERC Gas

Tariff, as such provisions may be amended from time to time, are hereby

incorporated by reference and made a part of this Rate Schedule ILS, where

applicable, and shall supplement the terms and conditions governing service

rendered hereunder, as though stated herein; provided, however, that in the

event of any inconsistency, the terms of this Rate Schedule ILS shall

control.

   
 IBS RATE SCHEDULE

INTERRUPTIBLE BALANCING SERVICE

1. AVAILABILITY

This Rate Schedule is available to any Shipper for the purchase of

Interruptible balancing service from Freebird, provided

that:


 

(a) Freebird has determined that it has operationally available and

uncommitted Gas or storage capacity, injection or withdrawal capacity to

perform the service Shipper has requested;


 

(b) Freebird has determined that the service Shipper has requested will not

interfere with efficient operation of its System or with Firm

service;


 

(c) Shipper and Freebird have executed a Hub Services Agreement under this

Rate Schedule;


 

(d) Shipper accepts responsibility for arranging any upstream and downstream

transportation service required for utilization of the balancing service

provided under this Rate Schedule; and


 

(e) Freebird shall not be required to construct, modify, expand or acquire

any facilities to enable Freebird to perform any requested service under

this Rate Schedule.


 

2. APPLICABILITY AND CHARACTER OF SERVICE

2.1 This Rate Schedule shall apply to all Interruptible balancing service

rendered by Freebird to Shipper through use of Freebird’s System pursuant to

an executed Hub Services Agreement.


 

2.2 Interruptible balancing service rendered by Freebird to Shipper under this

Rate Schedule shall consist of the receipt, injection, storage, and withdrawal

and delivery of quantities of Gas in order to manage imbalances created by

Shipper under Rate Schedules set forth in this FERC Gas Tariff. Service under

this Rate Schedule includes:


 

(a) The injection into storage on any Day of Shipper’s Gas which is in excess

of the quantity of Gas nominated for injection by Shipper at the Point of

Injection/Withdrawal under a Rate Schedule set forth in this FERC Gas Tariff,

provided that all Firm service nominations for injection have been satisfied

and Shipper has sufficient capacity available as part of its Interruptible MBQ

to accommodate the unnominated injection quantity;


 

(b) The storage of Gas in amounts up to Shipper’s Interruptible MBQ, provided

that all Firm service storage obligations and System needs have been

satisfied; or


 

(c) The withdrawal from storage on any Day of Shipper’s Gas at the Point of

Injection/Withdrawal which is in excess of the quantity of Gas nominated for

withdrawal by Shipper at the Point of Injection/Withdrawal under a Rate

Schedule set forth in this FERC Gas Tariff, provided that all Firm service

nominations for withdrawal and System needs have been satisfied, and that

Shipper has a quantity of Gas stored in its working Storage Inventory under any

Rate Schedule not less than the unnominated quantity the Shipper shall have

withdrawn on such Day.

   
2.3 To the extent storage capacity or Gas which is being utilized by a Shipper

under this Rate Schedule is needed by Freebird in order to satisfy Freebird’s

obligations under FSS Service Agreements or is otherwise necessary to avoid

adverse impact on the operation of Freebird’s System, Freebird may require

Shipper to withdraw or repay all, or any portion of, the IBS Gas quantities

held or loaned by Freebird under this Rate Schedule for the account of

Shipper. Freebird will notify the Shipper of the need to withdraw or repay

Gas and the quantity to be withdrawn or repaid, and shall specify the time

period in which the Shipper must comply with the notice. Freebird’s notice to

Shipper may be given orally, but shall be confirmed in writing via e-mail or

facsimile to the Shipper. Unless Freebird otherwise agrees, Shipper shall be

required to make nominations ratable over the specified time period. If

Shipper fails to withdraw such IBS Gas quantities within the time period

specified by Freebird, then Freebird may take, free and clear of any adverse

title, claims or liens, title to such IBS Storage Inventory as Shipper was

instructed to withdraw, at a price per Dth equal to the Current Market Price

(as defined in Section 7 below), less Freebird's costs related to Shipper’s

failure to timely remove its Gas, and Freebird shall credit such proceeds to

any amount owed by Shipper to Freebird.  If Shipper fails to inject such IBS

Gas quantities within the time period specified by Freebird, Freebird will

have the right to treat such IBS Gas quantities that have not been returned as

a sale of such Gas quantities to Shipper, at a price per Dth equal to the

Current Market Price (as defined in Section 7 below), plus Freebird’s costs

related to Shipper’s failure to timely return the loaned Gas. Freebird will

invoice Shipper for such amount, and Shipper’s IBS Gas quantities owed to

Freebird will be decreased accordingly upon Shipper’s payment therefor. The

sale of Gas to Shipper under this section will not relieve Shipper of its

obligation to pay Freebird all applicable charges that accrued before such

sale.


 

3. RATES AND CHARGES

Shipper shall pay rates and charges for Interruptible balancing service under

this Rate Schedule including the applicable Interruptible balancing rate

components set forth in the IBS Rate Statement and as described

below:


 

(a) Interruptible Balancing Charge. A charge for each Dth of Gas stored in

Freebird’s facilities under this Rate Schedule.


 

(b) Interruptible Balancing Injection Charge. A charge for each Dth of Gas

(including fuel, if applicable) injected into Freebird’s facilities pursuant

to Section 2.1(a) of this Rate Schedule during a given invoice

period.


 

(c) Interruptible Balancing Withdrawal Charge. A charge for each Dth of Gas

(including fuel, if applicable) withdrawn from Freebird’s facilities pursuant

to Section 2.1(c) of this Rate Schedule during a given invoice

period.


 

(d) Fuel Reimbursement. The amount of Gas or equivalent charge for fuel and

losses determined in accordance with Section 17 of the General Terms and

Conditions of this FERC Gas Tariff and set forth in Shipper’s Hub Services

Agreement.


 

(e) Regulatory Fees and Charges. Shipper shall reimburse Freebird for all

fees and charges, including, but not limited to, ACA charges, as required by

the Commission or any other regulatory body, that are related to service

provided under this Rate Schedule, as set forth in Shipper’s Hub Services

Agreement.

(f) Taxes. Shipper shall be responsible for all taxes and similar assessments

described in Section 14, "Taxes," of the General Terms and Conditions of this

Gas Tariff, whether or not expressly set forth in a Service Agreement.


 

4. TERM

The term for service under this Rate Schedule shall be as set forth in

Shipper’s Hub Services Agreement.


 

5. AUTHORIZATION, RATES, TERMS AND CHANGES

5.1 The Hub Services 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, and are conditioned upon the

issuance, by the FERC, and any state or local governmental agency having

jurisdiction, of requisite authorization for Freebird to provide the balancing

service contemplated hereby and to construct and operate the Gas storage

facilities necessary to provide such balancing service and for any connected

pipeline to transport Gas to/from the Point of Injection/Withdrawal necessary

to effect the balancing service provided for herein.


 

5.2 Freebird shall have the right to propose to the FERC or any other

governing regulatory body such changes in its rates and terms and conditions

of service as it deems necessary, and the Hub Services Agreement shall be

deemed to include any changes which are made effective pursuant to order or

regulation or provisions of law, without prejudice to Shipper’s right to

protest the same.


 

6. INTERRUPTION OR CURTAILMENT

If, due to any cause whatsoever, Freebird’s capability to inject or withdraw

quantities is impaired so that Freebird is unable to inject or withdraw the

quantities provided for in its Hub Services Agreements with Shippers, then

capacity, withdrawals, and/or injections will be allocated according to the

priority of service as set forth in Section 5 of the General Terms and

Conditions of this FERC Gas Tariff.


 

7. EXPIRATION OF TERM

7.1 Withdrawal / Return of IBS Gas Quantities. On or before the end of an IBS

service period, Shipper must have withdrawn from or delivered to the Storage

Facility, as applicable, a volume of Gas equal to the IBS Gas quantities

injected into storage or borrowed by Shipper, as the case may be, under this

Rate Schedule. Except as provided under Section 7.3 below, if Shipper fails

to withdraw / re-deliver all IBS Gas quantities on or before the last Day of

the service period, Freebird will have the right, at its sole option, to

either (A) in the case of IBS Gas quantities improperly left in the Storage

Facility: (i) attempt to negotiate with Shipper to enter into a new Service

Agreement, on an interruptible basis, related to such IBS Gas quantities (for

example, a new IPS Service Agreement), (ii) take title to IBS Gas quantities

under the provisions of Section 7.2 below, and/or (iii) resort to a

combination of both such remedies; or (B) in the case of IBS Gas quantities

borrowed by Shipper but not returned: (i) attempt to negotiate with Shipper to

enter into a new Service Agreement, on an interruptible basis, related to such

unreturned IBS Gas quantities (for example, a new ILS Service Agreement), (ii)

treat the IBS Gas quantities that have not been re-delivered as a sale of such

IBS Gas quantities to Shipper under the terms set forth in Section 7.2, and/or

(iii) resort to a combination of both such remedies. Freebird’s election to

enter into a new Service Agreement will not prevent it from subsequently

exercising its rights pursuant to Section 7.2 at any time IBS Gas quantities

   
  have not been withdrawn / re-delivered to Freebird

after the end of the new service period. Freebird’s resort to any remedy

under this Article 7 will not relieve Shipper of its obligation to pay

Freebird for any applicable charges accruing to Shipper’s account before such

actions are taken.


 

7.2 Transfer of Title. Pursuant to the provisions of Section 7.1 above, but

subject to Section 7.3 below, at Freebird’s sole option, Freebird shall (A) in

the case of IBS Gas quantities improperly left in the Storage Facility: (i)

take title to such Gas quantities free and clear of all liens, encumbrances,

and adverse claims of any kind, at a price per Dth equal to the Current Market

Price of such Gas, less Freebird’s costs related to Shipper’s failure to

timely remove its gas, with "Current Market Price" being measured on the date

on which Freebird liquidates Shipper’s outstanding IBS Gas quantities and

which is the greater of (a) the NYMEX Prompt Month settlement price, as

adjusted for the applicable basis differential, and (b) the "balance of month"

market price as reflected by Intercontinental Exchange ("ICE") (or the open

market price, if ICE has no relevant balance of month price information

available on a timely basis); and/or (B) in the case of IBS Gas quantities

borrowed by Shipper but not returned: charge Shipper, and Shipper shall pay

within ten (10) Days of Freebird’s invoice, for a quantity of Gas thermally

equivalent to the IBS Gas quantities that were not returned to Freebird, at a

price per Dth equal to the Current Market Price of such Gas (as defined above)

plus Freebird’s costs related to Shipper’s failure to timely return the loaned

Gas.


 

7.3 Force Majeure. The provisions of Sections 7.1 and 7.2 are subject to the

provisions of this Section 7.3. To the extent Shipper is unable to deliver to

the Storage Facility IBS Gas quantities borrowed by Shipper before the end of

the applicable service period by reason of suspension of injection rights

during the service period caused by Force Majeure declared by Freebird or

other curtailment of injection rights declared by Freebird, Shipper shall be

allowed to nominate to deliver to the Storage Facility all remaining IBS Gas

quantities under such Service Agreement, on an interruptible basis and in

accordance with Shipper’s MDIQ, and Freebird shall refrain from exercising its

rights under Sections 7.1 and 7.2, for a reasonable time after the expiry of

such Force Majeure or curtailment period (i.e., the same number of Days as

Shipper’s injection rights were subject to such Force Majeure and/or

curtailment period during the initial service period), provided, however, that

after such reasonable time the terms of Sections 7.1 and 7.2 shall once again

apply. Likewise, to the extent Shipper is unable to withdraw IBS Gas

quantities before the end of the applicable service period by reason of a

suspension of withdrawal rights during the service period caused by Force

Majeure declared by Freebird or other curtailment of withdrawal rights

declared by Freebird, Shipper shall be allowed to nominate to remove all

remaining inventories under such Service Agreement, on an interruptible basis

and in accordance with Shipper’s MDWQ, and Freebird shall refrain from

exercising its rights under Sections 7.1 and 7.2, for a reasonable time after

the expiry of such Force Majeure or curtailment period (i.e., the same number

of Days as Shipper’s withdrawal rights were subject to such Force Majeure

and/or curtailment period during the service period), provided, however, that

after such reasonable time the terms of Sections 7.1 and 7.2 shall once again

apply.


 

8. GENERAL TERMS AND CONDITIONS

Applicable provisions of the General Terms and Conditions of this FERC Gas

Tariff, as such provisions may be amended from time to time, are hereby

incorporated by reference and made a part of this Rate Schedule IBS, where

applicable, and shall supplement the terms and conditions governing service

rendered hereunder, as though stated herein; provided, however, that in the

event of any inconsistency, the terms of this Rate Schedule IBS shall

control.

   
ORIGINAL SHEET NOS. [42 – 99] ARE RESERVED FOR FUTURE USE.

   
                        TABLE OF CONTENTS
   
                  GENERAL TERMS AND CONDITIONS
   
1.        APPLICABILITY                                       101
2.        DEFINITIONS                                         101
3.        REQUEST FOR SERVICE                                 105
4.        CAPACITY RELEASE                                    116
5.        PRIORITY, INTERRUPTION OF SERVICE AND OPERATIONAL  FLOW
          ORDERS                                              127
6.        INJECTION/WITHDRAWAL AND TRANSPORTATION             130
7.        STORAGE OPERATIONS                                  131
8.        NOMINATIONS AND SCHEDULING                          131
9.        QUALITY                                             137
10.       PRESSURE AND INJECTION/WITHDRAWAL RATES             138
11.       TITLE AND RISK OF LOSS                              139
12.       MEASUREMENT                                         140
13.       BILLING AND PAYMENT                                 141
14.       TAXES                                               143
15        FORCE MAJEURE                                       143
16.       NOTICES                                             144
17.       FUEL REIMBURSEMENT                                  144
18.       GAS TITLE TRANSFERS                                 144
19.       PENALTIES                                           145
20.       TRANSMISSION PROVIDER STANDARDS OF CONDUCT          145
21.       NORTH   AMERICAN   ENERGY  STANDARDS  BOARD   ("NAESB")
          STANDARDS                                           146
22.       GENERAL PROVISIONS                                  147
23.       TERMINATION FOR DEFAULT                             149
24.       SHIPPER TERMINATION OPTION                         154
25.       POLICY  WITH  RESPECT TO FEES AND CONSTRUCTION  OF  NEW
          FACILITIES                                          154
26.       OFF-SYSTEM PIPELINE CAPACITY                        155
27.       INTERNET WEB SITE                                   155

GENERAL TERMS AND CONDITIONS

1. APPLICABILITY

These General Terms and Conditions shall apply to all Gas services rendered by

Freebird under any Service Agreement, including, but not limited to, service

under Rate Schedules FSS, ISS, IPS, ILS, and IBS, provided that in the event

of any inconsistency the terms of the Rate Schedules shall

control.


 

2. DEFINITIONS

2.1 Reserved for Future use.


 

2.2 "Btu" means one British Thermal Unit, and shall be the quantity of heat

required to raise the temperature of one (1) pound of water from fifty-eight

and five-tenths degrees (58.5 degrees) to fifty-nine and five-tenths degrees

(59.5 degrees) Fahrenheit. The reporting basis for Btu is 14.73 psia and 60

degrees F (101.325 kPa and 15 degrees C, and dry).


 

2.3 "Business Day" means Monday through Friday, excluding Federal Banking

Holidays in the United States.


 

2.4 "Central Clock Time" or "CCT" means central daylight time when daylight

savings time is in effect and central standard time when daylight savings time

is not in effect.


 

2.5 "Contract Year" means the twelve (12) month period beginning on the date

storage service under a Service Agreement commences and each subsequent twelve

(12) month period thereafter during the term of the Service

Agreement.


 

2.6 "Credit Support Provider" means a party providing a guarantee in favor of

Freebird as the beneficiary thereof, in a form acceptable to Freebird in its

sole but reasonable judgment, securing the obligations of Shipper under one or

more Service Agreements.


 

2.7 "Critical Notices" mean information pertaining to Freebird conditions that

affect scheduling or adversely affect scheduled Gas flow.


 

2.8 "Cubic foot of Gas" equals the volume of Gas that occupies one cubic foot

at a temperature of 60 degrees Fahrenheit, a pressure of 14.73 psia, and dry.


 

2.9 "Day" or "Gas Day" means a period of twenty-four (24) consecutive hours,

beginning and ending at 9:00 a.m. CCT. Standard time for the Gas Day is 9 a.m.

to 9 a.m. (Central Clock Time).


 

2.10 "Dekatherm" ("Dth") means the quantity of heat energy which is equivalent

to 1,000,000 Btu. One "Dekatherm" of Gas means the quantity of Gas which

contains one Dekatherm of heat energy.

   
2.11 "Elapsed Prorata Capacity" means that portion of the capacity that would

have theoretically been available for use prior to the effective time of the

intraday recall based upon a cumulative uniform hourly use of the

capacity.


 

2.12 "Elapsed Prorated Scheduled Quantity" means that portion of the scheduled

quantity that would have theoretically flowed up to the effective time of the

Intraday nomination being confirmed, based upon a cumulative uniform hourly

quantity for each nomination period affected.


 

2.13 "FERC" or "Commission" means the Federal Energy Regulatory Commission or

any successor agency.


 

2.14 "Firm" means the storage service provided under Rate Schedule FSS

pursuant to which Shipper’s storage injection or storage withdrawal

nominations shall be the first scheduled and the last subject to

interruption.


 

2.15 "Freebird" means Freebird Gas Storage, L.L.C., or its successors.


 

2.16 "Fuel Reimbursement" means the amount of Gas or equivalent charge for

fuel and losses determined in accordance with Section 17 of these General

Terms and Conditions and set forth in Shipper’s applicable Service

Agreement.


 

2.17 "Gas" means natural gas in its natural state, produced from wells,

including casinghead gas produced with crude oil, natural gas from gas wells

and residue gas resulting from processing both casinghead gas and gas well

gas.


 

2.18 "Internet Web Site" means Freebird’s HTML site accessible via the

Internet’s World Wide Web, www.enstorinc.com/fac_freebird.php, including the

password-accessible section of the site.


 

2.19 "Interruptible" means that the injection, withdrawal, and balancing of

Shipper’s Gas, and the storage, parking and loan of Shipper’s Gas under (as

applicable) Rate Schedules ISS, IPS, ILS, or IBS, which is subject to

interruption at any time by Freebird.


 

2.20 "Intraday nomination" means a nomination submitted after the nomination

deadline whose effective time is no earlier than the beginning of the Day and

runs through the end of that Day.


 

2.21 "Loan Balance" means the quantity of Gas, expressed in Dth, that Freebird

has loaned to Shipper under Rate Schedule ILS, provided that the Loan Balance

shall never exceed Shipper’s Maximum Loan Quantity specified in Shipper’s Hub

Services Agreement.


 

2.22 "Long Term Firm Storage Service Agreement" means a Firm Storage Service

Agreement with a primary term of one year or more.


 

2.23 "Maximum Balance Quantity" or "MBQ" means the maximum quantity of Gas,

expressed in Dth, that Shipper is permitted to have in storage in Freebird’s

System under Rate Schedule IBS at any given time, as specified in Shipper’s

Hub Services Agreement.


 

2.24 "Maximum Daily Injection Quantity" or "MDIQ" means the maximum quantity

of Gas, expressed in Dth, specified in Shipper’s Service Agreement and/or

Shipper’s Hub Services Agreement, as

   
   
applicable, that Shipper may nominate and

that Freebird shall receive at the Point of Injection/Withdrawal for injection

into storage each Day.


 

2.25 "Maximum Daily Withdrawal Quantity" or "MDWQ" means the maximum quantity

of Gas, expressed in Dth, specified in Shipper’s Service Agreement and/or

Shipper’s Hub Services Agreement, as applicable, that Shipper may nominate and

that Freebird shall withdraw from storage and tender to Shipper at the Point

of Injection/Withdrawal each Day.


 

2.26 "Maximum Loan Quantity" or "MLQ" means the maximum quantity of Gas,

expressed in Dth, that Freebird is obligated to loan to Shipper at Freebird’s

System under Rate Schedule ILS, as specified in Shipper’s Hub Services

Agreement.


 

2.27 "Maximum Park Quantity" or "MPQ" means the maximum quantity of Gas,

expressed in Dth, that Shipper is permitted to have in storage in Freebird’s

System under Rate Schedule IPS at any given time, as specified in the

applicable Shipper’s Hub Services Agreement.


 

2.28 "Maximum Storage Quantity" or "MSQ" means the maximum quantity of Gas,

expressed in Dth, that Shipper is permitted to have in storage in Freebird’s

System at any given time, as specified in Shipper’s Service Agreement and/or

Shipper’s Hub Services Agreement, as applicable.


 

2.29 "Month" means the period beginning at 9:00 a.m. Central Clock Time on the

first Day of a calendar month and ending at 9:00 a.m. Central Clock Time on

the first Day of the next succeeding month.


 

2.30 "Operational Flow Order" or "OFO" means an order issued to alleviate

conditions, inter alia, which threaten or could threaten the safe operations

or system integrity of Freebird’s System, or to maintain operations required

to provide efficient and reliable Firm service. Whenever Freebird experiences

these conditions, any pertinent order will be referred to as an Operational

Flow Order.


 

2.31 "Overrun Quantity" means any quantity of Gas that is in excess of

Shipper’s MDIQ or MDWQ entitlements as set forth in Shipper’s Service

Agreement and/or Shipper’s Hub Services Agreement. Such quantities shall be

deemed an Interruptible service.


 

2.32 "Park Balance" means the quantity of Gas, expressed in Dth, that Shipper

has in Freebird’s System for Shipper’s account under a Service Agreement for

parking service, provided that the Park Balance shall never exceed Shipper’s

Maximum Park Quantity specified in Shipper’s Hub Services

Agreement.


 

2.33 "Party" means either Freebird or Shipper; "Parties" means Freebird and

Shipper, collectively.


 

2.34 "Performance Assurance" has the meaning ascribed to such term in Section

3.4.


 

2.35 "Point of Injection/Withdrawal" means the point, as designated by Shipper

and Freebird in the relevant Service Agreement, where Freebird receives Gas

from Shipper for Shipper’s account or delivers Gas to Shipper for Shipper’s

account.


 

2.36 "Potential Shipper" means any individual or entity that desires to

execute a Service Agreement with Freebird.

   
2.37 "Potential Replacement Shipper" means any individual or entity that

desires to assume any released rights to capacity of Releasing

Shipper.


 

2.38 "Psia" means pounds per square inch absolute.

2.39 "Psig" means pounds per square inch gauge.

2.40 "Qualified Institution" means the domestic office of a commercial bank or

trust company that is not an Affiliate of Shipper and that has assets of at

least $10 billion and credit ratings of at least A– by Standard & Poor’s

Corporation and at least A3 by Moody’s Investor Service.


 


 

2.41 "Qualified Shipper" means a party who (A) has been placed on Freebird’s

approved customer list because such party: (i) has satisfied Freebird's

creditworthiness requirements as outlined in this Gas Tariff (which

creditworthiness shall be reevaluated and updated as often as Freebird deems

necessary in its reasonable discretion) or has provided or caused to be

provided Performance Assurance as necessary, (ii) has provided all information

required under this Gas Tariff when requested, and (iii) has executed and

delivered a relevant Service Agreement (or Capacity Release Umbrella

Agreement, if applicable) or, with regards to a potential new customer wishing

to bid in an open season, such party agrees to execute a Service Agreement as

required under the open season procedures of this Tariff, and (B) remains on

Freebird’s approved customer list because such party (i) continues to meet

Freebird’s creditworthiness requirements or to provide or have provided on its

behalf Performance Assurance as necessary, (ii) has an effective Service

Agreement (and Capacity Release Umbrella Agreement, if applicable) on file

with Freebird, and (iii) has not been suspended from the approved customer

list because of a Shipper default, including, without limitation, failure to

pay all or any part of a bill for service.


 

2.42 "Reference Price" means either the Daily Reference Price or the Monthly

Reference Price, as applicable, and calculated as follows. "Daily Reference

Price" for the Freebird Storage Facility will be the midpoint price for

"Tennessee, La., 500 Leg" reported in Platts Gas Daily (or any successor

publication), provided if the relevant Point of Injection/Withdrawal is not

that point where Freebird interconnects with the pipeline facilities of

Tennessee Gas Pipeline Company (the "Tennessee Point"), such Daily Reference

Price will be adjusted by the transportation costs between the relevant Point

of Injection/Withdrawal and the Tennessee Point. The "Monthly Reference

Price" for the Freebird Storage Facility will be the arithmetic average of the

applicable Daily Reference Prices for each Day of the relevant 30 day period,

including weekend deals. If at any time the Daily midpoint prices for the

applicable reference points are not published in the manner previously

described, the Substitute Reference Price shall then become the "Daily

Reference Price" or "Monthly Reference Price," as applicable.


 

2.43 "Releasing Shipper" means a Shipper who has agreed to release some or all

of its rights under its Firm Storage Service Agreement.


 

2.44 "Replacement Shipper" means a Shipper who has assumed any released rights

to capacity of a Releasing Shipper.


 

2.45 "Service Agreement" means a Firm Storage Service Agreement, an

Interruptible Storage Service Agreement, a Hub Services Agreement or a

Capacity Release Umbrella Agreement.

   
2.46 "Shipper" means the party (a) that holds all lawful title and/or right to

the Gas that is being stored or parked or that borrows Gas from Freebird, and

(b) who executes a Service Agreement with Freebird.


 

2.47 "Storage Inventory" means the quantity of working Gas, expressed in Dth,

that a Shipper has in place in Freebird’s storage facilities for Shipper’s

account, provided that the Storage Inventory shall never exceed Shipper’s

Maximum Storage Quantity.


 

2.48 "Storage Reservation Charge" means the demand charge paid by Shipper to

reserve capacity under a Firm Storage Service Agreement.


 

2.49 "Substitute Reference Price" means the substitute "Reference Price" as

determined by the following procedures: If at any time the Reference Price is

no longer published in the manner described in the definition for Reference

Price, Freebird shall provide notice ("Substitute Reference Price Notice")

thereof to Shipper, in which event the Parties shall attempt to agree on a

Substitute Reference Price. If the Parties are unable to reach agreement on a

Substitute Reference Price within 15 Business Days following delivery of the

Substitute Reference Price Notice, either Party will be entitled to require

that the determination thereof be submitted for resolution to an independent

consultant having the requisite expertise, selected by Freebird in its sole

but reasonable discretion. The independent consultant will be instructed to

select a price reference or index that, in the reasonable and fair opinion of

the independent consultant, most accurately reflects, as applicable, the Daily

or Monthly spot-market price for gas delivered on the relevant Transporter by

way of an inventory transfer. The independent consultant’s determination

shall be final and binding on the Parties.


 

2.50 "System" or "Storage Facility" means the storage facilities, flow lines,

lateral, measurement, compression, and related facilities owned, leased, or

operated by or for Freebird in Lamar County, Alabama.


 

2.51 "Title Transfer" means the change of title to Gas between parties at a

location.


 

2.52 "Title Transfer Tracking" means the process of accounting for the

progression of title change from party to party that does not effect a

physical transfer of the Gas.


 

2.53 "Title Transfer Tracking Service Provider" or "TTTSP" means a party

conducting the title transfer tracking activity.


 

2.54 "Transporter" means the upstream or downstream pipeline transporter

designated to deliver or receive Gas to/from the Point of Injection/Withdrawal

on behalf of Shipper.


 

3. REQUEST FOR SERVICE

3.1 Open Season.

(a) Notice of open season. Upon the availability of firm capacity or at the

expiration of any Long Term Firm Storage Service Agreement with a Shipper,

Freebird may post notice of an open season on its Internet Web Site for the

bidding of such capacity, at least ten (10) days prior to commencement of the

open season. Alternatively, Freebird may sell such capacity to Qualified

Shippers via

   
the first-come, first-served procedures described in Section 3.2

below. A notice of open season shall set forth when the open season

begins and ends, where interested parties may submit requests for Firm

service, the minimum reserve amount, if any, Freebird will accept for

the available capacity, any other reservations regarding the offering

of capacity, and howinterested parties may obtain forms for requesting

service and additional details about the open season.


 

(b) During an open season, Freebird will accept requests for Firm

Storage service from Qualified Shippers. Bids submitted during an open

season will be binding on the bidder from the date of submission until

the end of the binding period, as set forth in the notice of open season.

Capacity will be allocated to Qualified Shippers offering bids which, in

Freebird's reasonable judgment, can be anticipated to generate an

acceptable economic value for Freebird. The method for evaluating bids

shall be identified in the notice of open season and may include (i)

determining the highest guaranteed revenues anticipated to be produced by

the competing bids when all other terms ("Other Terms") of such

competing bids are equivalent (e.g., each competing bid being based on

a term of service of one full storage year), (ii) determining the highest

unit value of service when all bids do not contain equivalent Other

Terms, or (iii) an alternative, objective and non-discriminatory method

to be determined by the mutual agreement of the parties. Such method will

be posted prior to the open season and will be applied in a

non-discriminatory manner. Freebird may also take into consideration

the relative creditworthiness of each bidder when determining the bid

with the highest economic value. Freebird may change the criteria to

be used in evaluating bids, but the revised criteria may be applied to

an open season only if notice of such change is posted at least three

(3) Business Days prior to the commencement of the open season.

Freebird will not change the criteria for an on-going open season.


 

(c) During the allocation process conducted as part of an open season, should

requests for Firm storage service exceed available capacity, capacity will

first be allocated to the Qualified Shipper who submitted the bid which is

anticipated by Freebird to generate the highest acceptable economic value for

Freebird. After the initial allocation of capacity to the Qualified Shipper

with the best bid, Freebird will continue allocating the remaining available

capacity based on the ranking of bids having the highest acceptable economic

value until all of the remaining capacity has been allocated. When remaining

unallocated capacity is not sufficient to meet the next highest economic value

bidder's capacity requirements for FSS, such next highest bidder shall have

the option of declining the remaining capacity. Freebird will then offer the

remaining capacity to the next highest bidder, until all the remaining

capacity is allocated.


 

(d) Should the next highest bid in Section 3.1(c) above be

submitted by two or more Qualified Shippers (e.g., tied bids)

and the remaining uncommitted capacity available is less than

the capacity required to serve such parties, then the procedures

in this subsection will apply. Freebird will first notify the

bidders submitting the tying bids that the evaluation resulted

in a tie and shall provide each such bidder an opportunity to

improve its bid through an entirely new bid submitted via the

Freebird Website and by e-mail within twenty-four (24) hours of

such notification. If a tie still exists after this first step,

Freebird will next allocate the available capacity pro rata to

each tying bidder which has indicated its willingness to prorate.

If any capacity remains to be awarded after the second step and

a tie still remains, the tie will be broken by a coin toss.


 

(e) Execution of agreements. A Qualified Shipper's bid which is accepted by

Freebird shall be deemed a binding transaction under the Qualified Shipper's

FSS Service Agreement. Within five (5) Business Days after a Qualified

Shipper is notified that its bid has been accepted and that it has been

allocated FSS capacity, such Qualified Shipper shall execute and deliver all

necessary instrument(s) to memorialize in writing the terms for the reservation

of such capacity; provided, however, that Freebird may

   
utilize electronic bidding mechanisms via the internet and

may rely upon electronic records and electronic signatures to facilitate such

bidding and, when used, such electronic records and electronic signatures

shall satisfy any law or regulation that requires a contract or record to be

in writing.


 

3.2 Requests for Service. Freebird will accept requests for Firm storage or

Interruptible storage service for any capacity that becomes available outside

of an open season or that remains available after an open season. Available

capacity shall be posted on Freebird’s Internet Website in accordance with

Commission regulations. Such capacity shall be allocated on a first-come,

first-served basis to the first customer offering to pay a rate for service

that Freebird finds acceptable. Any Potential Shipper wishing to obtain

service from Freebird under Rate Schedule FSS, ISS, IPS, ILS or IBS shall

submit to Freebird a request for service in accordance with the applicable

Rate Schedule. Such request may be delivered in person or by telephone, or

submitted by United States mail, overnight courier service, facsimile

transmission (fax), electronic mail, or through Freebird’s Internet Web Site.

Freebird shall evaluate and respond to Potential Shipper’s request as soon as

possible and at least within five (5) Business Days of its receipt, provided

that Freebird shall not be obligated to sell its capacity if, in Freebird’s

reasonable discretion, the Potential Shipper fails to offer a minimum reserve

amount or otherwise submits an offer containing unreasonable terms and

conditions. If Freebird and the requesting party mutually agree to the rates

the party will pay for a service, as well as all other commercial terms of

such service, Freebird and Shipper will, subject to the requesting party

meeting all "Qualified Shipper" requirements, execute a Service Agreement.

Freebird and Shipper may agree verbally to the commercial terms of service,

with the communication of an offer and the communication of an acceptance of

such terms constituting a valid, binding and enforceable agreement between the

Parties, and for any service agreement which cannot by its terms be completely

performed within one year from the date of such agreement, Freebird and

Shipper will memorialize the terms of such agreement by executing the relevant

Service Agreement. Notwithstanding the foregoing, Freebird will endeavor to

confirm all agreements for service via an executed Service Agreement (whether

or not performance is required within one year) and Shipper shall have three

(3) Days to protest any terms set forth in such Service Agreement which

Shipper thinks does not accurately reflect the verbal agreement made between

Shipper and Freebird; if Shipper does not protest the terms of a Service

Agreement within 3 Days of Freebird’s delivery of such Service Agreement, the

terms set forth in such Service Agreement will be deemed correct. Either

Party may record the telephone calls between the Parties, and each Party

consents to such recording of telephone calls for the purpose of verifying the

commercial terms of service as verbally agreed to by the Parties. If Freebird

rejects any service request, Freebird shall notify the requesting party of the

reason(s) for such rejection. Potential Shipper’s request for service shall

be considered complete only if the information specified in this Section 3 of

these General Terms and Conditions is provided in writing.


 

Requests for service may be sent to:

Freebird Gas Storage, LLC

Attn: Vice President, Marketing

20333 State Hwy 249, Suite 400 Houston, Texas 77070

Phone: (281) 374-3053 Fax: (281) 374-3088

   
   
  3.3 FORM OF SERVICE REQUEST

FREEBIRD GAS STORAGE, LLC

Send to: Freebird Gas Storage, LLC

Attn: Vice President, Marketing

20333 State Hwy 249, Suite 400

Houston, Texas 77070

Phone: (281) 374-3053

Fax: (281) 374-3088


 

INFORMATION REQUIRED FOR VALID STORAGE REQUEST


 

NOTE: Any change in the facts set forth below, whether before or after

service begins, must be promptly communicated to Freebird Gas Storage, LLC in

writing.


 

Potential Shipper’s name and address: (Note: the Shipper is the party that

has all lawful right and title to the Gas to be stored and that proposes to

execute a Service Agreement with Freebird Gas Storage,

LLC.)

____________________________________________________________________

____________________________________________________________________

____________________________________________________________________


 

Attention: _______________ Telephone: _______________


 

This request is for: (check one)

_____ Firm storage service under Rate Schedule FSS


 

_____ Interruptible storage service under Rate Schedule ISS


 

_____ Interruptible parking service under Rate Schedule IPS


 

_____ Interruptible loan service under Rate Schedule ILS


 

_____ Interruptible balancing service under Rate Schedule IBS


 

For requested Firm storage service:


 

(a) Request Quantities


 

Maximum Storage Quantity (MSQ) _____

Maximum Daily Injection Quantity (MDIQ) _____

Maximum Daily Withdrawal Quantity (MDWQ) _____


 

Transporter Name: ____________________________________________________


 

(b) Rate Potential Shipper proposes to pay for storage service under Rate

Schedule FSS:

   
Monthly Storage Reservation Charge ______

($/Dth of MSQ)

Injection Charge: ______

Overrun Injection Charge: ______

Withdrawal Charge: ______

Overrun Withdrawal Charge: ______

Fuel Reimbursement Charge: ______


 

(c) Term of Service: _______________________

Commencement Date: _____________________

Termination Date: ______________________


 

For requested Interruptible storage services:

(a) Request Quantities

Maximum Storage Quantity (MSQ), Maximum Park Quantity (MPQ), Maximum Loan

Quantity (MLQ), or Maximum Balance Quantity (MBQ), as applicable

______

Maximum Daily Injection Quantity (MDIQ) ______

Maximum Daily Withdrawal Quantity (MDWQ) ______


 

Transporter Name: _____________________________________


 

(b) Rate Shipper proposes to pay for interruptible services under Rate

Schedules ISS, IPS, ILS, or IBS:


 

Charge for Interruptible storage, parking, loan, or balancing service, as

applicable ______________


 

Injection Charge: ______

Overrun Injection Charge: ______

Withdrawal Charge: ______

Overrun Withdrawal Charge: ______

Fuel Reimbursement Charge: ______


 

(c) Term of Service: _______________________

Commencement Date: _____________________

Termination Date: ______________________


 

Is Shipper affiliated with Freebird Gas Storage, LLC?

Yes _____ No _____

If yes, type of affiliation and the percentage of ownership between Freebird

and Shipper:

_______________________________________________________

   
Shipper is a(n): (Check one)

_____ Local Distribution Company

_____ Intrastate Pipeline Company

_____ Interstate Pipeline Company

_____ Marketer/Broker

_____ Producer

_____ End-User

_____ Other (please describe _________________________ )

Shipper’s address for statements and invoices:

______________________________________________________

______________________________________________________

______________________________________________________


 

Attention: __________________ Telephone: ( ) ________________


 

For all other matters:

______________________________________________________

______________________________________________________

______________________________________________________


 

Attention: __________________ Telephone: ( ) ________________


 

Acceptance of a service request is contingent upon a satisfactory credit

appraisal by Freebird. Shipper must provide evidence of creditworthiness as

outlined in Section 3.5(g) of the General Terms and Conditions of Freebird’s

currently effective FERC Gas Tariff.


 

By submitting this request, Shipper certifies further that it will execute, if

tendered by Freebird, a Service Agreement for the level of service requested

herein.


 

THIS SERVICE REQUEST IS SUBMITTED THIS _____ DAY OF _______________, _____.

By

Title

Telephone Number ( )

Shipper: (Company Name)

   
3.4 Information Requirements. By its submission to Freebird of information

regarding itself, a Shipper represents to Freebird that such information is

true and correct in all material respects and if such information is provided

with regard to Shipper’s Credit Support Provider, that such information is

true and correct in all material respects to the best of Shipper’s knowledge.

Each request for service shall include the following

information:


 

(a) Potential Shipper’s name, address, representative and telephone number.

(b) A statement as to whether the requesting party is a local distribution

company ("LDC"), an intrastate pipeline company, an interstate pipeline

company, a marketer/broker, a producer, an end user or other type of entity

(which other entity must be described).

(c) Type of service requested.

(d) Quantity requested:

(1) MDIQ, MDWQ and MSQ requested (stated in Dth).

(2) Maximum Park Quantity (for Rate Schedule IPS).

(3) Maximum Loan Quantity (for Rate Schedule ILS).

(4) Maximum Balance Quantity (for Rate Schedule IBS).

(e) Price offered by Potential Shipper for each service requested.

(f) Term of service, including the date service is requested to commence

and the date service is requested to terminate.

(g) Evidence of creditworthiness. Acceptance of a service request is

contingent upon a satisfactory credit appraisal by Freebird. A Potential

Shipper will be deemed creditworthy if (i) its long-term unsecured debt

securities are rated at least BBB- by Standard & Poor’s Corporation and at

least Baa3 by Moody’s Investor Service (provided, however, that if the

Potential Shipper’s rating is at BBB- or Baa3 and the short-term or long-term

outlook is Negative, Freebird may require further analysis as discussed

below); (ii) the sum of reservation fees, commodity fees and any other

associated fees and charges for the contract term is less than 15% of

Shipper’s (or Potential Shipper’s) tangible net worth; (iii) a Shipper event

of default has not occurred or has occurred but was remedied in a timely

manner, and (iv) Freebird believes, in its reasonable and non-discriminatory

judgment, after review of Shipper’s financial situation based on all

information available, that Shipper will fully, timely and faithfully perform

all obligations under all service agreements and, if applicable, that

Shipper’s Credit Support Provider’s guarantee fully secures such obligations

and is enforceable by Freebird against such Credit Support Provider. If a

Potential Shipper has multiple service agreements with Freebird, then the

total potential fees and charges of all such service agreements shall be

considered in determining creditworthiness.


 

(h) If a Potential Shipper does not meet the criteria described above in

3.4(g), then the Potential Shipper may request that Freebird evaluate its

creditworthiness based upon the level of service requested relative to the

Potential Shipper’s current and future ability to meet its obligations or the

Potential Shipper’s Credit Support Provider’s current and future ability to

secure the Potential Shipper’s obligations.

   
Such credit appraisal shall consist of Freebird’s

evaluation of the overall financial condition of Potential Shipper or

Shipper’s Credit Support Provider, if applicable, based on the following

information and credit criteria:


 

(1) Potential Shipper (or Credit Support Provider, if applicable) shall

provide current financial statements, annual reports, 10-K reports or other

filings with regulatory agencies which discuss the Potential Shipper’s (or

Credit Support Provider’s) financial status, a list of all corporate

affiliates, parent companies and subsidiaries, and any reports from credit

reporting and bond rating agencies which are available;


 

(2) Potential Shipper (or Credit Support Provider, if applicable) shall

provide a bank reference and at least two trade references. The results of

reference checks and any credit reports submitted must show that Shipper’s

obligations are being paid on a reasonably prompt

basis;


 

(3) Potential Shipper (or Credit Support Provider, if applicable) shall

confirm in writing that it is not operating under any chapter of the

bankruptcy laws and is not subject to liquidation or debt reduction procedures

under state laws, such as an assignment for the benefit of creditors, or any

informal creditors’ committee agreement. An exception can be made for a

Potential Shipper who is a debtor in possession operating under Chapter XI of

the Federal Bankruptcy Act but only with adequate assurance that the service

billing will be paid promptly as a cost of administration under the Federal

Court’s jurisdiction;


 

(4) Potential Shipper (or Credit Support Provider, if applicable) shall

confirm in writing that it is not aware of any change in business conditions

which would cause a substantial deterioration in its financial condition, a

condition of insolvency or the inability to exist as an ongoing business

entity; and


 

(5) Potential Shipper (or Credit Support Provider, if applicable) shall

confirm in writing that no significant collection lawsuits or judgments are

outstanding which would seriously reflect upon the business entity’s ability

to remain solvent.


 

(i) In the event Potential Shipper cannot provide the information in Section

3.5(h) above, it shall, if applicable, cause its parent company to provide

such information.


 

(j) Freebird shall not be required to perform or to continue service under

any Rate Schedule on behalf of any Shipper or Potential Shipper which is or has

become insolvent, or which, at Freebird’s request, fails within a reasonable

period to demonstrate creditworthiness in accordance with this Section 3.4;

provided, however, that such Shipper or Potential Shipper may receive service

under any Rate Schedule if such party provides performance assurance

("Performance Assurance") in one of the following forms: cash collateral (in

U.S. dollars) for such service, a standby irrevocable letter of credit issued

by a Qualified Institution, or a guarantee (acceptable to Freebird) by a

Credit Support Provider that satisfies the credit requirements of Freebird, or

another form of assurance satisfactory to Freebird in its reasonable

   
discretion, in the following amount: (A) within five (5) Days of

Freebird's written request for Performance Assurance, an amount

equivalent to one month (or the duration of the Service Agreement,

whichever is shorter) of estimated fees and service charges, and

(B) within thirty (30) Days of such request, an amount equal to (1) in the

case of Firm storage services, three (3) months or the duration of the

Shipper's bid or Service Agreement, whichever is shorter, of Storage

Reservation Charges at the rate specified in Shipper's bid for service or

Service Agreement; or (2) in the case of Interruptible services, three (3)

months or the duration of the Shipper's Service Agreement, whichever is

shorter, of the Interruptible charge(s) calculated on a one hundred percent

(100%) load factor basis, plus the market value (at the time of the request

for such Performance Assurance) of any quantities of Gas loaned to the Shipper

pursuant to the Hub Services Agreement (and for a Shipper who previously

posted security for Gas loaned to such Shipper, if the market value of such

Gas increases by ten percent (10%) or more, such Shipper shall deliver

additional Performance Assurance to cover such increase in market value within

two (2) business days of Freebird's request for same). If

Shipper chooses to provide cash collateral in the amount set forth

above, Shipper may earn interest on such cash collateral by (i)

designating a segregated interest-bearing (for Shipper's benefit)

escrow account to hold such cash collateral, in the name of

Shipper and pledged to Freebird pursuant to an account control agreement,

pursuant to which Freebird shall have unrestricted access to such account; or

(ii) directing Freebird to hold such cash collateral in escrow, in which case,

Freebird must pay Shipper interest on such cash collateral calculated in

accordance with Section 154.501(d) of the Commission's regulations. If

Shipper does not provide the required Performance Assurance within the time

period set forth in this Section, Freebird may immediately after such time

period suspend service and may, upon thirty (30) calendar Days notice to

Shipper and the FERC, terminate all or any of Shipper's current Service

Agreements. For purposes herein, the insolvency of a Shipper or Potential

Shipper shall be conclusively demonstrated by the filing by Shipper or

Potential Shipper, or any parent entity or Credit Support Provider thereof, of

a voluntary petition in bankruptcy or the entry of a decree or order by a

court having jurisdiction in the premises adjudging the Shipper or Potential

Shipper, or any parent entity or Credit Support Provider thereof, bankrupt or

insolvent, or approving, as properly filed, a petition seeking reorganization,

arrangement, adjustment or composition of or in respect of the Shipper or

Potential Shipper, or any parent entity or Credit Support Provider thereof,

under the Federal Bankruptcy Act or any other applicable federal or state law,

or appointing a receiver, liquidator, assignee, trustee, sequestrator (or

other similar official) of the Shipper or Potential Shipper, or any parent

entity or Credit Support Provider thereof, or of any substantial part of their

assets, or the ordering of the winding-up or liquidation of their affairs, with

said order or decree continuing unstayed and in effect for a period of sixty

(60) consecutive days.


 

3.5 Lack Of Creditworthiness. If at any time Freebird reasonably determines

based on adequate information available to it that a Shipper or Potential

Shipper is not creditworthy under Section 3.4 of these General Terms and

Conditions, Freebird shall notify such Shipper in writing within ten (10) days

of its determination that Freebird has determined that such Shipper is not

creditworthy and the reasons for such determination.


 

3.6 Reevaluation Of Creditworthiness Determination. A Shipper which Freebird

has determined to be noncreditworthy may at any time request that its credit

status be reevaluated by providing Freebird with additional or updated

information. Such reevaluation shall be performed consistent with Section

3.4(h) of these General Terms and Conditions. If Shipper has provided

Freebird with all the information required under said Section 3.4(h), Freebird

shall give an initial response to Shipper's request within five (5) Business

Days and shall complete its reevaluation within twenty (20) Business Days. If

Freebird determines that the Shipper is now creditworthy, any security

requirement under Section 3.4(j) of these General Terms and Conditions shall

be terminated and any collateral held for security (including any applicable

interest) released to Shipper from escrow within ten (10) Business Days after

such determination.

   
   
  3.7 Additional Information

(a) Shipper or Potential Shipper shall promptly provide such additional

Shipper credit information as may be reasonably required by Freebird, at any

time during the term of service under a Service Agreement, to enable Freebird

to determine Shipper’s or Potential Shipper’s creditworthiness.


 


 

(b) After receipt of a request for service, Freebird may require that a

Potential Shipper furnish additional information as a prerequisite to Freebird

offering to execute a Service Agreement with such Potential Shipper. Such

information may include proof of Potential Shipper’s lawful title and/or right

to cause the Gas to be delivered to Freebird for service under this FERC Gas

Tariff and of Potential Shipper’s contractual or physical ability to cause

such Gas to be delivered to and received from Freebird.


 

3.8 Warehouse Lien. Freebird shall be entitled to, and Freebird hereby

claims, a lien on all gas delivered to Freebird by or on behalf of Shipper,

and all proceeds related thereto, as provided for under Ala. Code § 7-7-209,

with the rights of enforcement as provided herein and under Ala. Code §

7-7-101, et seq. ("Title 7 of the Alabama Code"). In no way limiting the

foregoing, such lien shall be for all charges for storage and/or

transportation including, without limitation, for all expenses necessary for

the preservation of gas held by Freebird under all of Shipper’s Service

Agreements or reasonably incurred in the sale thereof pursuant to law, and

such lien shall extend to like charges and expenses in relation to all gas

under all of Shipper’s Service Agreements, whether or not such charges and

expenses relate to gas at any time currently in Freebird’s custody or to gas

previously accepted from and re-delivered to Shipper. this Agreement shall be

considered a "storage agreement" as contemplated by Title 7 of the Alabama

Code, but if for any reason it is deemed by a court or tribunal of competent

jurisdiction to not be such a storage agreement, and if such court or tribunal

deems a valid warehouse receipt necessary to create, perfect, support and/or

enforce such lien, it shall be deemed that:


 

(a) the Gas Tariff and each Service Agreement entered into by Shipper and

Freebird, taken together with all notices (including, without limitation,

Monthly invoices) delivered by Freebird to Shipper pursuant to this Gas Tariff

and such Service Agreements, shall collectively be deemed a valid "warehouse

receipt" for all purposes with respect to Title 7 of the Alabama Code,

regardless of when any gas stored pursuant to this Agreement is

delivered;


 

(b) the location of the warehouse is the location of the System;


 

(c) the party to whom the gas will be delivered, the rate of storage and

handling charges, and the description of the goods are as set forth in the

respective nomination under which such gas was delivered to

Freebird;


 

(d) the issue date of a warehouse receipt with respect to each receipt of gas

shall be deemed to be the date such gas was Delivered to

Freebird;


 

(e) the consecutive number of each warehouse receipt shall be deemed to be

the date that Shipper’s gas is delivered to Freebird when listed in

chronological order;


 

(f) the signature of Freebird on the relevant Service Agreement(s) shall be

deemed to be the signature of the warehouseman; and

   
(g) the Parties’ execution of Service Agreement(s) shall be deemed to be a

statement of the fact that advances have been made and/or liabilities

incurred.


 

in the event of a future revision to Title 7 of the Alabama Code incorporating

additional or different "storage agreement" and/or "warehouse receipt"

requirements, Shipper and Freebird will amend their relevant Service

Agreement(s) so that Freebird shall always maintain such lien throughout the

term of such Service Agreement(s).


 

3.9 Right of Set-Off. If either Party (for purposes of this Section, the

"Delinquent Party") fails to pay in full any amount owing to the other Party

(for purposes of this Section, the "Non-Receiving Party") under any Service

Agreement within five (5) Days after such amount becomes due, then, in

addition to all other remedies available to it under this Gas Tariff, the

Service Agreement, at law, in equity or otherwise, the Non-Receiving Party may

set off the overdue amount against amounts otherwise owing by the

Non-Receiving Party to the Delinquent Party under this Gas Tariff, the Service

Agreement or any other agreement between the Parties.


 

3.10 Request Validity. If Freebird has tendered a Service Agreement for

execution to a Potential Shipper and such Potential Shipper fails to execute

the agreement as tendered within thirty (30) consecutive days from the date

the agreement is received by the Potential Shipper, Freebird may consider

Potential Shipper’s service request void. For service under Rate Schedule

FSS, Freebird will not be required to tender a Service Agreement to a

Potential Shipper for execution that relates to requests for service for which

Freebird does not have available, uncommitted Firm capacity.


 

3.11 Complaints. In the event that a Shipper or Potential Shipper has a

complaint relative to service under this FERC Gas Tariff, the Shipper or

Potential Shipper shall provide a description of the complaint, including the

identification of the service request (if applicable), and communicate it

to:


 

Freebird Gas Storage, LLC 20333 State Hwy, Suite 400 Houston, TX

77070 Attention: Vice President, Marketing Phone: (281)

374-3053


 

Freebird will respond initially within forty-eight (48) hours and in

writing within thirty (30) days of receipt of the complaint advising

Shipper or a Potential Shipper of the disposition of the complaint. In

the event the required date of Freebird’s response falls on a Saturday,

Sunday or a holiday that affects Freebird, Freebird shall respond by the

next Business Day.


 

3.12 Information.

(a) Any person may request information on pricing, terms of storage or parking

service or capacity availability by contacting Freebird at the

following:


 

Freebird Gas Storage, LLC

20333 State Hwy, Suite 400 Houston, TX

77070 Attention: Vice President, Marketing

Phone: (281) 374-3053 Fax: (281) 374-3088

   
  (b) A list of phone numbers for control personnel for Freebird who are

on-call 24 hours a day will be posted on the Internet Web Site.


 

3.13 Construction of Facilities. Freebird shall not be required to provide

any requested service under any Rate Schedule which would require construction

or acquisition by Freebird of new facilities, or expansion of existing

facilities.


 

4. CAPACITY RELEASE

Any Shipper under Rate Schedule FSS may seek to release to others any or all

of its Firm service entitlements on a full Day or an intraday basis, on a

permanent or a temporary basis, and on a Firm or recallable basis, subject to

the following terms and conditions:


 

4.1 Notice of Offer. A Shipper offering to release Firm service entitlements

shall notify Freebird via the Internet Web Site of the terms of its offer by

the posting deadline as determined pursuant to Section 4.3 herein. This

information will be posted on the Internet Web Site. The Shipper may propose

a pre-arranged designated Replacement Shipper ("Prearranged Shipper") as part

of its posting. Offers shall be binding unless written or electronic notice

of withdrawal is received by Freebird prior to the close of the applicable bid

period, provided, however, such withdrawal shall only be valid if such Shipper

has an unanticipated requirement for such capacity and no minimum bid has been

made. The notice must contain the reason for withdrawal which Freebird shall

post on the Internet Web Site. The offer shall contain the following minimum

information:


 

(a) Shipper’s legal name and the name/title of individual who has authorized

the offer to release the capacity;


 

(b) Freebird’s Service Agreement number;

(c) A description of the capacity to be released. The offer must state the

Maximum Storage Quantity, the Maximum Daily Injection Quantity, and the

Maximum Daily Withdrawal Quantity and the Point of Injection/Withdrawal

subject to the proposed release and subject to the daily quantity limitations

described in Section 4.2 below;


 

(d) The proposed effective date and term of the release;

(e) The identity of any Prearranged Shipper and the full terms of such

pre-arranged release;


 

(f) The method to be applied in evaluating bids, allocating capacity and

breaking ties, as described below;


 

(g) Whether, to what extent, and the conditions pursuant to which capacity

will be subject to recall for a full Day or a partial Day; and if recallable,

(1) whether the Releasing Shipper’s recall notification must be provided

exclusively on a Business Day, and (2) any reput methods and rights associated

with returning the previously released capacity to the Replacement

Shipper;

   
(h) Whether bids on a volumetric rate basis may be submitted, and, if so, the

method for evaluating any such bids, including how to rank bids if bids are

also to be accepted on a demand charge basis, and any other special

conditions;


 

(i) Whether contingent bids that extend beyond the bid period may be

submitted, how to evaluate and prioritize such bids against non-contingent

bids, and the terms and conditions under which, and/or for what time period,

the next highest bidder will be obligated to acquire the capacity should the

winning contingent bidder withdraw its bids;


 

(j) Any extensions of the minimum posting/bid periods;

(k) Other special terms and conditions Releasing Shipper imposes on the

release of its capacity, including, but not limited to, minimum revenue

requirement, term and quantity;


 

(l) Whether the release is on a permanent or a temporary basis;

(m) An e-mail address for the Releasing Shipper contact person. It is

Shipper’s responsibility to update e-mail address information provided to

Freebird, as necessary, and;


 

(n) The recall notification period(s), as identified in Section 4.13(e)

below, that will be available for use by the parties.


 

4.2 Intraday Release Quantity. The daily contractual entitlement that can be

released by a Releasing Shipper for an intraday release is limited to the

lesser of:


 

(a) the quantity contained in the offer submitted by the Releasing Shipper;

or

(b) a quantity equal to 1/24 of the Releasing Shipper’s MDIQ and MDWQ for the

contract to be released multiplied by the number of hours between the

effective time of the release and the end of the Gas

Day.


 

This allocated daily contractual entitlement shall be used for purposes of

nominations, billing, and if applicable, for overrun

calculations.


 

The MSQ that can be released by a Releasing Shipper for an intraday release is

limited to a quantity not in excess of the Releasing Shipper’s MSQ less the

Releasing Shipper’s Storage Inventory.


 

4.3 Posting and Bidding Timeline. For the Capacity Release business process

timing model, specified in 4.3(a) and 4.3(b), below, only the following

methodologies shall be supported by Freebird and provided to Releasing

Shippers as choices from which they may select and, once chosen, shall be used

in determining the awards from the bid(s) submitted. They are: 1) highest

rate, 2) net revenue and 3) present value. Other choices of bid evaluation

methodology (including other Releasing Shipper defined evaluation

methodologies) can be accorded similar timeline evaluation treatment at

Freebird’s discretion. However, Freebird is not required to offer other

choices or similar timeline treatment for other choices. Further, Freebird

shall not be held to the timeline specified in Sections 4.3(a) and 4.3(b)

below should the Releasing Shipper elect another method of evaluation. Should

the Releasing Shipper elect another method of evaluation, the timeline

specified in Section 4.3(c), below, shall apply. The proposed duration of

Shipper’s release determines the minimum bid period for the Shipper’s offer

pursuant to this Section 4. The Capacity

   
Release timeline is applicable to

all parties involved in the Capacity Release process; however, it is only

applicable if (i) all information provided by the parties to the transaction

is valid and the Replacement Shipper has been determined to be creditworthy

before the capacity release bid is tendered and (ii) there are no special

terms or conditions of the release.


 

The Capacity Release timeline is as follows:

(a) For standard releases of less than one (1) year:

- Offers shall be tendered by 12:00 p.m. CCT on a Business Day;

- The bid period shall end at 1:00 p.m. CCT on the same Business Day or at

1:00 p.m. CCT on any subsequent Business Day as specified in Releasing

Shipper’s offer, whichever is elected by Releasing

Shipper;


 

- Evaluation period begins at 1:00 p.m. CCT on the Day the bid period

ends, during which contingency is eliminated, determination of best bid is

made, and ties are broken;


 

- Evaluation period ends and award is posted if no match is required at 2:00

p.m. CCT the same Day;


 

- If the Prearranged Shipper’s bid is not the "best bid," Freebird shall

allow such Prearranged Shipper a matching period of thirty (30) minutes from

2:00 P.M. CCT until 2:30 P.M. CCT on the Day the bid period ends, or such

later time as specified in the Releasing Shipper’s offer, to determine whether

to match the "best bid" and to notify Freebird of its

decision.


 

- If a match is required, the award will be posted by 3:00 p.m. CCT.

Freebird will issue a contract within one hour of the award posting (with a

new contract number, when applicable). Nominations for Gas flow are possible

beginning at the next available nomination cycle for the effective date of the

contract. Such nominations will be processed in accordance with the

nomination and scheduling requirements of Section 8 of the General Terms and

Conditions; however, in no circumstance will Gas flow prior to the effective

date of the release as specified in Releasing Shipper’s

offer.


 

(b) For standard releases of one (1) year or longer:

- Offers shall be tendered by 12:00 p.m. CCT four Business Days before the

award;


 

- The bid period shall end at 1:00 p.m. CCT on the Day before timely

nominations are due (open season is three Business Days) or at 1:00 p.m. CCT

on any subsequent Business Day as specified in Releasing Shipper’s offer,

whichever is elected by Releasing Shipper;


 

- Evaluation period begins at 1:00 p.m. CCT on the Day the bid period ends,

during which contingency is eliminated, determination of best bid is made, and

ties are broken;

   
- Evaluation period ends and award is posted if no match is required at 2:00

p.m. CCT the same Day;

- If the prearranged Shipper’s bid is not the “best bid,” Freebird shall

allow such Prearranged Shipper a matching period of thirty (30) minutes from

2:00 P.M. CCT until 2:30 P.M. CCT on the Day the bid period ends, or such

later time as specified in the Releasing Shipper’s offer, to determine whether

to match the “best bid” and to notify Freebird of its decision.

- If a match is required, the award will be posted by 3:00 p.m. CCT.

Freebird will issue a contract within one hour of the award posting (with a

new contract number, when applicable). Nominations for Gas flow are possible

beginning at the next available nomination cycle for the effective date of the

contract. Such nominations will be processed in accordance with the

nomination and scheduling requirements of Section 8 of the General Terms and

Conditions; however, in no circumstance will Gas flow prior to the effective

date of the release as specified in Releasing Shipper’s offer.

(c) Timeline for Non-standard Releases

If Shipper specifies a bid evaluation methodology other than those

stated in Section 4.7, or any special terms or conditions, the above timelines

shall apply; provided, however, one additional Business Day will be added to

the evaluation period. Subsequent deadlines will be delayed by such additional

Business Day, causing Gas flow to occur at least one Day later than under the

standard timelines set forth in Sections 4.3(a) and 4.3(b), above.

(d) Releases Not Subject to Bidding

Prearranged capacity releases of a duration of thirty-one (31) days or

less, to an asset manager (as defined by FERC regulations at 18 C.F.R. §

284.8(h)(3)), or to a marketer participating in a state-regulated retail

program (as defined by FERC regulations at 18 C.F.R. § 284.8(h)(4)) are not

required to be posted for bidding pursuant to Section 4.3. Nonetheless, the

Shipper may elect to post one of the foregoing releases for bidding pursuant

to Section 4.3, Shipper shall notify Freebird by providing the information

pursuant to Section 4.1, which information will be posted on the Internet Web

Site as required by Section 4.5 in accordance with the following timelines:

Timely Cycle:

Posting of prearranged deals not subject to bid are due by 10:30 a.m. CCT.

Evening Cycle:

Posting of prearranged deals not subject to bid are due by 5:00 p.m. CCT.

Intraday 1 Cycle:

Posting of prearranged deals not subject to bid are due by 9:00 a.m. CCT.

Intraday 2 Cycle:

Posting of prearranged deals not subject to bid are due by 4:00 p.m. CCT.

Prior to the nomination deadline for the chosen cycle for the begin

date specified in the Shipper notice, the Prearranged Shipper must initiate

confirmation of prearranged deals electronically. Freebird will issue a

contract within one hour of notification of the release (with a new contract

number, when

   
4.6 Bidding and Selection of Replacement Shipper. All bids must

contain the applicable information required in this Section. Any bid

submitted by a Replacement Shipper shall include an e-mail address for at

least one contact person, and it is the Shipper’s responsibility to update

e-mail address information provided to Freebird, as necessary. A bidder may

not have more than one eligible bid for the same release offer at any time.

Bids shall be binding until written or electronic notice of withdrawal is

received by Freebird before the end of the bid period. Bids cannot be

withdrawn after the bid period ends. Once a bid is withdrawn, that bidder may

only submit a new bid pursuant to that release offer if it is at a higher rate

than the withdrawn bid. Freebird shall evaluate the bids in accordance with

the provisions of this Section and determine the best bid in accordance with

the timelines set forth in Section 4.3 herein. Freebird shall notify

Releasing Shipper, the best bidder, and any Prearranged Shipper of such

determination in accordance with the timelines set forth in Section 4.3 herein.

If there is a Prearranged Shipper, it may exercise its right to match such best

bid by providing written notice of such exercise to Freebird and Releasing

Shipper in accordance with the timelines set forth in Section 4.3 herein.

After the Replacement Shipper is selected, Freebird will finalize an

appropriate Addendum to the Capacity Release Umbrella Agreement in the form

contained in this FERC Gas Tariff. Freebird will provide a copy of this

Addendum

   
to the Replacement Shipper via facsimile, at which time the Replacement Shipper

will have the same rights and obligations as any other existing Shipper on

Freebird’s System. Following implementation of the release, Freebird shall

post notice of the winning bidder on the Internet Web Site.


 

4.7 Best Bid. When Freebird makes awards of capacity for which there have

been multiple bids meeting minimum conditions, Freebird shall award the bids,

best bid first, until all offered capacity is awarded. The capacity being

awarded represents the Maximum Daily Injection Quantity, Maximum Daily

Withdrawal Quantity, or Maximum Storage Quantity. These quantities are

separate parts of the capacity and are awarded until one of the quantities is

fully awarded, at which point all capacity is deemed to be fully awarded.

Freebird shall evaluate and determine the best bid among those otherwise

consistent with any terms and conditions specified by the Releasing Shipper as

follows:


 

(a) Freebird shall apply the standard or criteria for such determination

specified by the Releasing Shipper, including the standard to be used for

breaking ties. Any standard or criteria so specified must be objective,

economic, not unduly discriminatory, not contrary to applicable provisions of

this FERC Gas Tariff, applicable to all Potential Replacement Shippers and

require Freebird applying such standards to exercise no more than a

ministerial function. The Releasing Shipper shall indemnify and hold Freebird

harmless from and against all demands, losses, claims, expenses, causes of

action and/or damages suffered or incurred by Freebird arising out of or

related to any determination of a "best bid" pursuant to a standard specified,

supplied, approved or provided by Releasing Shipper.


 

(b) In default of Releasing Shipper specifying a bid evaluation standard,

Freebird shall determine the bid or bids generating the highest net present

value, using a 10% discount factor, based on the rate bid (reservation or

demand component), the applicable quantity(ies) and term or period bid upon.

In default of Releasing Shipper specifying a method to break ties, priority

will be given first to the bid with the shortest term, and next to the bid

submitted first in time.


 

4.8 Qualifications of Potential Replacement Shipper. A Potential Replacement

Shipper must be on Freebird’s approved bidders list before bids may be posted

on the Internet Web Site, must satisfy all requirements of the applicable Rate

Schedule and the General Terms and Conditions of this FERC Gas Tariff, and

must have executed a Capacity Release Umbrella Agreement. To be on the

approved bidders list, the Potential Replacement Shipper must satisfy

Freebird’s credit requirements as outlined in Section 3 of the General Terms

and Conditions, and provide the information required by Section 3 of the

General Terms and Conditions. Freebird reserves the right to reevaluate and

update such credit appraisal as deemed necessary by Freebird in its reasonable

judgment. The Potential Replacement Shipper shall remain on the approved

bidders list until such Potential Replacement Shipper no longer satisfies

Section 3. Freebird will waive the creditworthiness requirement on a non-

discriminatory basis for any Potential Replacement Shipper and permit it to

submit bids, if the Releasing Shipper provides Freebird with a guarantee or

other form of credit assurance in form and substance satisfactory to Freebird

of all financial obligations of the Potential Replacement Shipper with respect

to the capacity being released by Releasing Shipper prior to the commencement

of service to the Replacement Shipper.


 

4.9 Nominations. Following its selection, and prior to the flow of Gas, the

Replacement Shipper shall be permitted to submit nominations pursuant to the

terms and conditions of the applicable Rate Schedule and the General Terms and

Conditions of this FERC Gas Tariff.


 

4.10 Billing. The Replacement Shipper shall be billed and make payments to

Freebird in accordance with the terms and conditions of the applicable Rate

Schedule, other provisions of this FERC

   
Gas Tariff, and of its Service

Agreement incorporating its bid terms. In accordance with the terms of the

release, the Replacement Shipper shall pay or be liable for the usage charges

(plus all applicable surcharges, Fuel Reimbursement, taxes, penalties, etc.)

applicable under the relevant Rate Schedule attributable to its usage of the

released capacity. Freebird shall continue

to bill the Releasing Shipper all applicable charges under its existing

Service Agreement, excluding usage charges (plus all applicable surcharges,

Fuel Reimbursement, taxes, penalties, etc.) billed to the Replacement Shipper

and attributable to its usage of the released capacity. Invoices sent to the

Releasing Shipper shall reflect a credit equal to any Storage Reservation

Charges (plus all surcharges applicable thereto) being billed to the

Replacement Shipper for the released capacity rights, or as otherwise agreed.

If the Replacement Shipper fails to pay when due all or part of the amounts

credited to the Releasing Shipper, Freebird shall pursue payment from the

Replacement Shipper by notifying such Shipper by registered letter, return

receipt requested, that it has five (5) days from receipt of such letter to

pay the amount due including any applicable interest. If the Replacement

Shipper fails to pay such amount by the end of the fifth day, Freebird shall

reverse the credit and bill the Releasing Shipper for such past due amounts,

plus applicable interest.


 

4.11 Rights and Obligations of the Parties.

(a) The Service Agreement between the Releasing Shipper and Freebird shall

remain in full force and effect, with the Releasing Shipper to receive a

credit to its invoice as described in Section 4.10 above. If the Replacement

Shipper fails to pay all or part of the amounts credited to the Releasing

Shipper after the five-day notification period specified in Section 4.10,

Freebird shall reverse the credit and bill the Releasing Shipper for such past

due amounts, plus applicable interest. The Service Agreement executed by the

Replacement Shipper shall be fully effective and enforceable by and against

the Replacement Shipper. The Replacement Shipper may also release capacity

pursuant to this Section, and in such event and for such purposes, shall be

considered the Releasing Shipper.


 

(b) Freebird shall accept nominations, schedule service, afford priority of

service and interrupt service based on instructions and communications from

the Releasing Shipper and the Replacement Shipper which are consistent with

one another and with the terms and conditions of Freebird’s FERC Gas Tariff

and their respective Service Agreements. In the event that instructions or

nominations from the Releasing Shipper and Replacement Shipper are, in

Freebird’s opinion, inconsistent or conflicting, Freebird shall comply with

the instructions of the Releasing Shipper; provided, however, that such

instructions must not be inconsistent with Freebird’s FERC Gas Tariff or the

terms of either the Releasing Shipper’s or Replacement Shipper’s Service

Agreement. The Releasing Shipper will indemnify Freebird against any claim or

suit by the Replacement Shipper, its successors or assigns, arising from any

action taken by Freebird in reliance upon the Releasing Shipper’s nominations

and instructions, and will hold Freebird harmless for any action taken by

Freebird in reliance upon the nominations and scheduling instructions of the

Replacement Shipper; provided, however, that the Releasing Shipper shall not

be liable for the Replacement Shipper’s failure to pay the usage charges (plus

all applicable surcharges, Fuel Reimbursement, taxes, penalties, etc.) billed

to the Replacement Shipper and attributable to its usage of the released

capacity. The Replacement Shipper will indemnify Freebird against any claim

or suit by the Releasing Shipper, its successors or assigns, arising from any

action taken by Freebird in reliance upon the nominations and scheduling

instructions of the Replacement Shipper and will hold Freebird harmless for

any actions taken by Freebird in reliance upon the instructions of the

Releasing Shipper.


 

4.12 Marketing Fee. If Freebird and the Releasing Shipper so agree, Freebird

may receive a negotiated fee for its marketing efforts

   
   4.13 Limitations.


 

(a) Releases hereunder shall not extend beyond the expiration of this FERC Gas

Tariff provision or beyond the expiration of the Releasing Shipper’s Service

Agreement.


 

(b) Freebird may invalidate any offer to release or any bid subsequent to its

posting on the Internet Web Site which does not conform to the requirement of

this Section 4 and the other provisions of this FERC Gas Tariff and such

invalidated offer or bid shall be deemed null and

void.


 

(c) Any terms and conditions imposed on the offer to release by the Releasing

Shipper as provided for in this Section must be objectively stated,

reasonable, capable of administration or implementation by Freebird without

any material increase in burden or expense, applicable to all potential

bidders, not unduly discriminatory, and consistent with the terms and

conditions of this FERC Gas Tariff and the Releasing Shipper’s Service

Agreement.


 

(d) A Releasing Shipper may re-release to the same Replacement Shipper, where

such first release was not subject to posting and bidding requirements

pursuant to Section 4.4, for a term of 31 Days or less only if: (i) a period

of 28 days has elapsed after the first release for 31 days or less has expired

or (ii) the Releasing Shipper causes the posting of an offer to release

capacity or of a pre-arranged transaction to be made, and capacity is

allocated on the basis of bids submitted.


 

(e) Recall Provisions. If the Releasing Shipper retains recall rights,

Releasing Shipper’s offer to release capacity shall clearly specify the

conditions precedent to such recall and whether the recall right retained by

Releasing Shipper is on a full Day or partial Day basis. The Releasing

Shipper shall provide capacity recall notification to Freebird via (i)

telephone call and (ii) the Internet Web Site, electronic mail and/or instant

messaging. The recall notification shall specify the recall notification

period for the specified effective Gas Day, as well as any other information

needed to uniquely identify the capacity being recalled. Freebird shall

support the following recall notification periods for all released capacity

subject to recall rights:


 

(a) Timely Recall Notification:

(a) A Releasing Shipper recalling capacity should provide notice of such

recall to Freebird and the first Replacement Shipper no later than 8:00 A.M.

CCT on the Day that Timely Nominations are due;


 

(b) Freebird shall provide notification of such recall to all affected

Replacement Shippers no later than 9:00 A.M. CCT on the Day that Timely

Nominations are due;


 

(b) Early Evening Recall Notification:

(a) A Releasing Shipper recalling capacity should provide notice of such

recall to Freebird and the first Replacement Shipper no later than 3:00 P.M.

CCT on the Day that Evening Nominations are due;

   
(b) Freebird shall provide notification of such recall to all affected

Replacement Shippers no later than 4:00 P.M. CCT on the Day that Evening

Nominations are due;


 

(c) Evening Recall Notification:

(a) A Releasing Shipper recalling capacity should provide notice of such

recall to Freebird and the first Replacement Shipper no later than 5:00 P.M.

CCT on the Day that Evening Nominations are due;


 

(b) Freebird shall provide notification of such recall to all affected

Replacement Shippers no later than 6:00 P.M. CCT on the Day that Evening

Nominations are due;


 

(d) Intraday 1 Recall Notification:

(a) A Releasing Shipper recalling capacity should provide notice of such

recall to Freebird and the first Replacement Shipper no later than 7:00 A.M.

CCT on the Day that Intraday 1 Nominations are due;


 

(b) Freebird shall provide notification of such recall to all affected

Replacement Shippers no later than 8:00 A.M. CCT on the Day that Intraday 1

Nominations are due; and


 

(e) Intraday 2 Recall Notification:

(a) A Releasing Shipper recalling capacity should provide notice of such

recall to Freebird and the first Replacement Shipper no later than 2:30 P.M.

CCT on the Day that Intraday 2 Nominations are due;


 

(b) Freebird shall provide notification of such recall to all affected

Replacement Shippers no later than 3:30 P.M. CCT on the Day that Intraday 2

Nominations are due.


 

For recall notification provided to Freebird prior to the recall notification

deadline specified above and received between 7:00 A.M. CCT and 5:00 P.M. CCT,

Freebird shall provide notification to all affected Replacement Shippers no

later than one hour after receipt of such recall notification. For recall

notification provided to Freebird after 5:00 P.M. CCT and prior to 7:00 A.M.

CCT, Freebird shall provide notification to all affected Replacement Shippers

no later than 8:00 A.M. CCT after receipt of such recall

notification.


 

Freebird’s notices of recalled capacity to all affected Replacement Shippers

shall be provided via the Internet Web Site, along with written notice via

e-mail communication to those Replacement Shipper contact person(s) identified

in the Replacement Shipper’s bid submitted pursuant to Section 4.6 of these

General Terms and Conditions. Such notices shall contain the information

required to uniquely identify the capacity being recalled, and shall indicate

whether penalties will apply for the Gas Day for which quantities are reduced

due to a capacity recall. Upon receipt of notification of the recall from

Freebird, each affected

   
   
Replacement Shipper shall revise its nominations

within the applicable nomination cycle in order to implement the recall. Each

affected Replacement Shipper will be solely responsible for adjusting its

supply and transportation arrangements, which may be necessary as a result of

such recall. Replacement Shippers involved in re-release transactions may

receive notice slightly after the first Replacement Shipper receives notice.

The recalling Releasing Shipper may nominate the recalled capacity consistent

with the applicable nomination cycle, as defined in Section 8.2 of these

General Terms and Conditions.


 

(f) Partial Day Recall Quantity. The daily contractual entitlement that can

be recalled by a Releasing Shipper for a partial Day recall is a quantity

equal to the lesser of:


 

(a) The quantity specified in the Releasing Shipper’s notice to recall

capacity; or


 

(b) The difference between the quantity released by the Releasing Shipper and

the Elapsed Prorata Capacity Quantity.


 

In the recall notification provided to Freebird by the Releasing Shipper, the

quantity to be recalled shall be expressed in terms of the adjusted total

released capacity entitlements based upon the Elapsed Prorata Capacity. In

the event of an intraday capacity recall, Freebird shall determine the

allocation of capacity between the Releasing Shipper and the Replacement

Shipper(s) based upon the Elapsed Prorata Capacity (EPC). Variations to the

use of the EPC may be necessary to reflect the nature of Freebird’s tariff

services, and/or operational characteristics. Freebird shall not be obligated

to deliver in excess of the total daily contract quantity of the release as a

result of NAESB WGQ Standard No. 5.3.55, as set forth in this Section 4.13(f).

The amount of capacity allocated to the Replacement Shipper(s) should equal

the original released capacity less the recalled capacity that is adjusted

based upon the EPC or other tariff specific variations of the EPC in

accordance with NAESB WGQ Standard No. 5.3.56.


 

The amount of capacity allocated to the Replacement Shipper(s) shall equal the

original released quantity less the recalled capacity. This allocated daily

contractual quantity shall be used for purposes of nominations, billing, and

if applicable, for overrun calculations.


 

(g) Reput Provisions. Freebird shall support the function of reputting by

the Releasing Shipper. The Releasing Shipper may reput previously recalled

capacity to the Replacement Shipper pursuant to the reput rights and methods

identified in the Releasing Shipper’s notice to release capacity, as required

by Section 4.1(g). When capacity is recalled, such capacity may not be reput

for the same Day. The deadline for the Releasing Shipper to notify Freebird

of a reput of capacity is 8:00 A.M. CCT to allow the Replacement Shipper to

submit timely nominations for Gas to flow on the next Gas Day.


 

(h) Following the awarding of capacity to a Replacement Shipper in accordance

with the procedures provided in this Section, the Releasing Shipper’s rights

and Freebird’s obligations under the Releasing Shipper’s Service Agreement

shall be modified and subject to the capacity rights released and assigned to

the Replacement Shipper for the term of such release. Effecting a release

pursuant to the provisions of this Section shall constitute Releasing

Shipper’s consent and agreement to such amendment or modification of its

existing Service Agreement.


 

(i) The quantities of MSQ, MDIQ and MDWQ must be in the same proportions

reltive to each other as is set forth in the Releasing Shipper’s original FSS

Service Agreement. The offer to release by a Shipper under Rate Schedule FSS

must specify the quantities of MSQ, MDIQ, MDWQ or rights offered, and actually

available on the effective date of the assignment, and the exercise of such

rights, in

   
conjunction with Releasing Shipper’s exercise of its retained

rights, will not violate any maximum or minimum quantity requirements or

limitations applicable under the Rate Schedule or the respective Service

Agreements. Releasing Shipper shall be responsible for ensuring, if

applicable, whether by the withdrawal or transfer-in-place of a portion of its

Storage Inventory or otherwise as required, that such storage capacity, and the

corresponding ability to inject/withdraw Gas up to the Maximum Storage

Quantity released, in accordance with the terms and conditions of the Rate

Schedule and within the time remaining in the injection and/or withdrawal

period, as applicable, shall be available upon the commencement of the

release. A Replacement Shipper under Rate Schedule FSS shall be responsible

for arranging transportation to and from the Point of Injection/Withdrawal

consistent with its rights and obligations under its Service Agreement and

Rate Schedule FSS. The Replacement Shipper under Rate Schedule FSS must

comply with all obligations imposed under such Rate Schedule and its rights to

store, withdraw and/or inject Gas will be subject to the provisions thereof.

If the Releasing Shipper proposes to, or requires a transfer-in-place of

capacity rights to the Replacement Shipper, it shall so specify in its offer

to release and such transfer shall be implemented contemporaneously with the

release and assignment subject to compliance with the provisions of Section 18

of these General Terms and Conditions. The Replacement Shipper must withdraw

the portion of its Storage Inventory by the end of the term of the release.

In lieu of withdrawing the portion of its Storage Inventory, the Replacement

Shipper can also attempt to effect a transfer of the portion of its Storage

Inventory to another storage service Shipper as provided in Section 18 of

these General Terms and Conditions. If the Replacement Shipper fails to

withdraw or transfer the portion of its Storage Inventory by the end of the

term of its release, title to the portion of Shipper’s remaining Storage

Inventory will be vested in Freebird pursuant to the terms of Section 8 of the

FSS Rate Schedule.


 

4.14 Freebird’s Rights to Terminate Temporary Capacity Releases.

(a) In the event of a temporary release for which (1) Freebird has given

notice of termination of the Releasing Shipper’s Service Agreement because the

Releasing Shipper no longer satisfies Freebird’s credit requirements as

outlined in Sections 3.5(g) and 3.5(h) of Freebird’s General Terms and

Conditions; and (2) the Storage Reservation Charge specified in the effective

Addendum to the Replacement Shipper’s Capacity Release Umbrella Agreement is

less than the level of the Storage Reservation Charge which the Releasing

Shipper was obligated to pay Freebird, then Freebird shall be entitled to

terminate the Addendum, upon thirty (30) Days’ written notice to the

Replacement Shipper, unless the Replacement Shipper agrees prior to the end of

the said 30-Day notice period to pay for the remainder of the term of the

Addendum either (i) the Storage Reservation Charges and commodity charges at

levels which the Releasing Shipper was obligated to pay Freebird, or (ii) such

rate as mutually agreed to by Freebird and the Replacement Shipper.

Replacement Shipper may elect to pay the lesser of the two foregoing options.

Freebird’s right to terminate the Addendum is subject to Freebird providing

written notice of termination to the Replacement Shipper within sixty (60)

Days of the determination by Freebird that the Releasing Shipper no longer

satisfies Freebird’s credit requirements. Termination of the Addendum shall

not occur prior to termination of the Releasing Shipper’s Service Agreement.


 

(b) In the event that a Replacement Shipper has received thirty (30) Days’

notice of termination of the Addendum to Replacement Shipper’s Capacity

Release Umbrella Agreement pursuant to Section 4.14(a) above for storage

service, and there is Gas in storage for Replacement Shipper’s account at the

end of such 30-Day period because (1) Replacement Shipper’s MDWQ rights were

not adequate to withdraw all of its Gas before the end of such 30-Day period,

or (2) Freebird could not accommodate Replacement Shipper’s requested

withdrawals because of capacity constraints, the Addendum shall continue in

force and effect for the sole purpose of withdrawal of said Gas by Replacement

Shipper until Replacement Shipper’s Storage Inventory is zero. Freebird shall

require Replacement Shipper to

   
withdraw each Day a quantity equal to the MDWQ,

or such other lesser quantity acceptable to Freebird. The requirement to

withdraw storage quantities shall be suspended on any Day to the extent that

Freebird cannot accommodate a nomination to withdraw such storage quantities on

such Day. Replacement Shipper may also transfer title of Gas remaining in

Replacement Shipper’s Storage Inventory to another Shipper pursuant to Section

18 of Freebird’s General Terms and Conditions. In the event Replacement

Shipper fails to withdraw or transfer title to its entire Storage Inventory

within the time required by this Section, the terms of Section 8 of the FSS

Rate Schedule shall apply.

Replacement Shipper shall indemnify Freebird and hold it harmless from all

costs, damages, and liabilities arising out of the failure of Replacement

Shipper to remove such Storage Inventory and the disposal of such Storage

Inventory by sale by Freebird.


 

5. PRIORITY, SERVICE INTERRUPTION AND OPERATIONAL FLOW ORDERS

5.1 Scheduling Priority of Service. Flows will be scheduled on Freebird in

the following order of declining priority:


 

(a) Firm Storage Service (FSS).

(b) Interruptible service, including storage, parking, loan, balancing

services, and Overrun Quantities, pursuant to Section 5.2

below.


 

5.2 Interruptible Service. The order of priority relating to service requests

for Overrun injection, Overrun withdrawal and service under Rate Schedules

ISS, IPS, ILS, and IBS shall be allocated to each Shipper on a unit price/Dth

basis.


 

5.3 Interruption.

(a) If, on any Day, Freebird’s capability to inject or withdraw quantities is

impaired so that Freebird is unable to inject or withdraw all the quantities

which are scheduled, then interruption of service shall be made in the reverse

order of priority set forth in Section 5.1. Interruption of service to

Interruptible Shippers under Rate Schedules ISS, IPS, ILS, and IBS and to Firm

Shippers and Interruptible Shippers utilizing Overrun Quantities shall be on a

unit price/Dth basis. If Firm storage service must be interrupted,

interruption of service to Firm storage Shippers shall be pro rata based on

MDWQ, MDIQ or MSQ, as applicable.


 

(b) If a capacity constraint is anticipated or planned (for example, due to

system maintenance) Freebird shall post a notice of the anticipated constraint

on its Internet Web Site at least 48 hours in advance of the start of the

constraint period.


 

(c) Freebird shall provide Shippers as much advance notice of any interruption

as is practicable under the circumstances. Such notice shall be made by

telephone, fax, e-mail or via the Internet Web Site, as appropriate, and shall

state the reduced quantities of Gas that Freebird estimates it will be able to

park, loan, store, inject, withdraw, receive or deliver, as applicable, and

the estimated duration of the interruption.

   
(d) If interruption is required, Freebird and Shipper shall cooperate to the

maximum extent possible in making adjustments to receipt, deliveries,

injections or withdrawals to minimize injury to any property or

facilities.


 

5.4 Interruption Liability. Freebird shall not be liable for any loss or

damage to any person or property caused, in whole or in part, by any

interruption of service, except to the extent caused solely by Freebird’s

negligence or willful misconduct.


 

5.5 Operational Flow Orders.

(a) Circumstances Warranting Issuance. As specified in this Section 5.5,

Freebird shall have the right to issue Operational Flow Orders ("OFO") that

require actions by Shippers in order (1) to alleviate conditions that threaten

to impair reliable service, (2) to maintain operations at the pressures

required to provide efficient and reliable services, (3) to have adequate Gas

supplies in the System to deliver on demand, (4) to maintain service to all

Firm shippers and for all Firm services, and (5) to maintain the System in

balance for the foregoing purposes. Freebird shall lift any effective OFO

promptly upon the cessation of operating conditions that caused the relevant

System problem.


 

(b) Actions to be Taken to Avoid Issuance. Freebird shall, to the extent

reasonably practicable, take all reasonable actions necessary to avoid issuing

an OFO. Such actions shall include, in order of priority (1) working with

point operators to temporarily adjust receipts and/or deliveries at the Point

of Injection/Withdrawal, (2) working with Shippers and point operators to

adjust scheduled flows on the System, or (3) taking any other reasonable

action designed to mitigate the System problem. After taking all such

reasonable actions to avoid issuing an OFO, Freebird will have the right to

issue OFOs, if necessary, in the circumstances described in Section

5.5(a).


 

(c) Preliminary Notifications/Follow-up Reports. Freebird shall provide, via

posting on the Internet Web Site and to affected parties through the affected

party’s choice of electronic notice delivery mechanism(s), prior notice to all

Shippers and point operators of upcoming System events such as anticipated

weather patterns and operational problems that may necessitate the issuance of

an OFO.


 

(d) Applicability of OFO. Freebird shall make an OFO as localized as is

reasonably practicable based on Freebird’s good faith and reasonable judgment

concerning the situations requiring remediation such that an OFO will be

directed first to Shippers and point operators causing the problem

necessitating the OFO and second, if necessary, to all Shippers and point

operators. Freebird will tailor the OFO to match the severity of the known or

anticipated operational problem requiring remediation as more fully set forth

in subsection 5.5(f). The declaration to the affected parties of OFOs,

critical periods and/or Critical Notices shall describe the conditions and the

specific responses required from the affected parties.


 

(e) Notice. All OFOs will be issued via telephone to be followed by a

facsimile to the affected Shipper(s) or point operator(s), with subsequent

posting on the Internet Web Site and notification to the affected parties

through the affected party’s choice of electronic notice delivery

mechanism(s). Freebird shall also provide such notification via e-mail

communication to those Shippers and point operators that have provided e-mail

address information for at least one contact person, and have requested via

Freebird’s Internet Web Site, e-mail notification of Critical Notices issues

by Freebird. The OFO will set forth (1) the time and date of issuance, (2)

the actions Shipper or point operator is required to take, (3) the time by

which Shipper or point operator must be in compliance with the OFO, (4) the

anticipated duration of the OFO, and (5) any other terms that Freebird may

reasonably require to ensure the effectiveness of the OFO. In addition

   
to the other information contemplated by this Section 5.5(e), such notice shall

also include information about the status of operational variables that

determine when an OFO will begin and end, and Freebird shall post periodic

updates of such information promptly upon occurrence of any material change in

the information. Freebird will post a notice on the Internet Web Site informing

the Shippers and point operators when any OFO in effect will be lifted and

specifying the factors that caused the OFO to be issued and then lifted, to the

extent such factors are known.


 

(f) OFOs. In the event that, in Freebird’s judgment, immediate action is

required in order (1) to alleviate conditions which threaten to impair

reliable Firm service, (2) to maintain operations at the pressures required to

provide efficient and reliable service, (3) to have adequate Gas supplies in

the System to deliver on demand, (4) to maintain services to all Firm Shippers

and for all Firm services, or (5) to maintain the System in balance for the

foregoing purposes, Freebird may immediately issue an OFO or take unilateral

action, including the curtailment of Firm service, to maintain the operational

integrity of Freebird’s System. For purposes of this Section, the operational

integrity of Freebird’s System shall encompass the integrity of the physical

System and the preservation of physical assets and their performance, the

overall operating performance of the entire physical System as an entity, and

the maintenance (on a reliable and operationally sound basis) of total System

deliverability and the quality of Gas delivered. Freebird shall post a notice

on its Internet Web Site specifying the factors that caused the OFO to be

issued, to the extent such factors are known. Freebird shall also provide

such notification via e-mail communication to those Shippers who have

submitted a request, and provided e-mail address information for at least one

contact person, via Freebird’s Internet Web Site to receive e-mail

notification of Critical Notices issued by Freebird.


 

(g) Termination of OFO. Freebird shall lift any effective OFO promptly upon

the cessation of operating conditions that caused the relevant System problem.

After Freebird has lifted the OFO, Freebird shall post a notice on its

Internet Web Site specifying the factors that caused the OFO to be issued and

then lifted, to the extent such factors are known. Freebird shall also

provide such notification via e-mail communication to those Shippers who have

submitted a request, and provided e-mail address information for at least one

contact person, via Freebird’s Internet Web Site to receive e-mail

notification of Critical Notices issued by Freebird.


 

(h) Penalties. All quantities tendered to Freebird and/or taken by Shipper on

a daily basis in violation of an OFO shall constitute unauthorized receipts or

deliveries for which an OFO penalty charge shall be assessed. The OFO penalty

charge for each Dekatherm of Gas by which Shipper deviated from the

requirements of the OFO shall be equal to the higher of (i) three (3) times

the applicable daily Gas Daily posting for Henry Hub for the Day on which the

deviation occurred or (ii) $25, multiplied by the quantity by which the

Shipper deviated from the requirements of the OFO.


 

Any penalty revenue collected, net of administrative costs, by Freebird

pursuant to this Section 5.5(h) shall be credited to those Firm and

Interruptible Shippers that did not incur OFO penalties pursuant to this

Section 5.5(h) in the Month for which OFO penalty revenues were received

("Non-Offending Shippers"), based on the ratio of the total charges paid

during that Month by the Non-Offending Shipper to the sum of the total charges

paid during that Month by all Non-Offending Shippers. Such credits shall be

calculated for each Month of the twelve (12) Month period ending August 31 of

each year, and will be included on the Non-Offending Shipper’s invoice for the

Month following the date of the final Commission order approving Freebird’s

penalty disbursement report; provided however that Freebird will calculate and

include such credits on Non-Offending Shippers’ invoices for a period shorter

than twelve (12) Months in the event and to the extent that the total

accumulated amount of OFO penalty revenue collected

   
pursuant to this Section

5.5(h) by Freebird as of the end of any Month exceeds $1,000,000. Freebird

will file with the Commission a penalty disbursement report within sixty (60)

days of August 31 or sixty (60) days after the end of the Month for which

revenue collected exceeds $1,000,000. Any penalty revenue credited to

Non-Offending Shippers pursuant to this Section shall include interest

calculated in accordance with Section 154.501(d) of the Commission’s

regulations.


 

(i) Liability of Freebird. Freebird shall not be liable for any costs

incurred by any Shipper or point operator in complying with an OFO. Freebird

shall not be responsible for any damages that result from any interruption in

service that is a result of a Shipper’s or point operator’s failure to comply

promptly and fully with an OFO, and the non-complying Shipper or point

operator shall indemnify Freebird against any claims of responsibility.

However, Freebird shall use reasonable efforts to minimize any such costs or

damages.


 

(j) Unilateral Action. In the event that (1) Shipper(s) or point operator(s)

does not respond to an OFO, or (2) the actions taken thereunder fail to

correct the System problem for which the OFO was issued, or (3) Freebird

cannot carry out the procedures with respect to OFOs within the time

available, Freebird may take unilateral action, including the curtailment of

Firm service, to maintain the operational integrity of Freebird’s System. For

purposes of this Section, the operational integrity of Freebird’s System shall

encompass the integrity of the physical System and the preservation of

physical assets and their performance, the overall operating performance of

the entire physical System as an entity, and the maintenance (on a reliable

and operationally sound basis) of total System deliverability and the quality

of Gas delivered.


 

6. INJECTION/WITHDRAWAL AND TRANSPORTATION

6.1 Shipper shall tender all Gas for injection into storage to Freebird at the

Point of Injection/Withdrawal specified in the relevant Service Agreement.

The quantity of Gas tendered by Shipper to Freebird for injection into storage

shall not exceed the MDIQ plus the applicable Fuel Reimbursement without the

consent of Freebird.


 

6.2 Freebird shall make available all Gas to be withdrawn from storage to

Shipper at the Point of Injection/Withdrawal specified in the relevant Service

Agreement. The quantity of Gas made available to Shipper shall not exceed the

MDWQ without the consent of Freebird.


 

6.3 Transportation Guidelines. The Transporter’s rules, guidelines,

operational procedures and policies, as they may be changed from time to time,

shall define and control the manner in which Gas is delivered and received at

the Point of Injection/Withdrawal. Freebird and Shipper each agree to provide

to the other, in as prompt a manner as reasonable, all information necessary

to permit scheduling pursuant to such requirements. In addition, Freebird

will not be required to begin injections or withdrawals for a Shipper’s

account unless and until the data required for nominations, provided for in

Section 8, have been confirmed by the applicable Transporter to

Freebird.


 

6.4 Transportation Imbalances. In the event that Freebird or Shipper delivers

or causes to be delivered to Transporter at the Point of Injection/Withdrawal

a quantity of Gas not equal to the quantity of Gas received or taken by

Shipper or Freebird, a "Transportation Imbalance" may occur. Provided that

Freebird has taken or delivered the quantity of Gas nominated by Shipper and

scheduled by Transporter as

   
required of Freebird pursuant to the terms and

conditions of this Gas Tariff and the relevant Service Agreement, Shipper

shall be liable for all imbalances under its transportation agreement with

Transporter. Upon notification by Shipper or Transporter that a

Transportation Imbalance exists because Freebird failed to deliver or receive

the quantity of Gas nominated by Shipper and scheduled by Transporter in

accordance with the terms of this Gas Tariff and the relevant Service

Agreement, the terms of Section 8.8 addressing Receipt Defaults and Delivery

Defaults shall apply. Shipper agrees to use its best

efforts to prevent or diminish any occurrences of Transportation Imbalances.

Nothing in this Tariff is intended to inhibit the development of, or

discriminate against the use of, imbalance management or title transfer

tracking services provided by third parties. Any party interested in

providing imbalance management or title tracking services must coordinate with

Freebird.


 

6.5 Costs and Penalties. Shipper shall hold Freebird harmless for all costs

and penalties which may be assessed on Shipper by Transporter under Shipper’s

transportation agreement with Transporter, except to the extent such costs and

penalties result from the negligence of Freebird. Shipper and Freebird shall

cooperate with each other and with the Transporter to verify delivery and

receipt of the volumes of Gas delivered hereunder on a timely basis.


 


 

6.6 Downstream and Upstream Transportation. Shipper shall be responsible for

transportation to and from the Point of Injection/Withdrawal and payment of

all transportation charges relating thereto.


 

7. STORAGE OPERATIONS

7.1 Subject to the operating conditions of the Transporter, Freebird shall

receive Gas for injection from Shipper at the Point of Injection/Withdrawal

and make available Gas upon withdrawal to Shipper at the Point of

Injection/Withdrawal as scheduled by Shipper from time to time; provided that

Freebird shall not be obligated to receive for injection any quantity of Gas

if the injection of the same would cause the quantity of Gas stored for

Shipper’s account to exceed Shipper’s Maximum Storage Quantity, Maximum Park

Quantity, and/or Maximum Balance Quantity, as applicable; nor shall Freebird

be obligated at any time to make available for withdrawal to Shipper more Gas

than Shipper has stored in its Storage Inventory, Park Balance and/or Loan

Balance, as applicable.


 

7.2 Due to certain limitations of Freebird’s System, Freebird shall not be

obligated to receive, at the Point of Injection/Withdrawal, or make available,

at the Point of Injection/Withdrawal, any quantity of Gas when the quantity of

Gas tendered for delivery to Freebird or requested by Shipper to be delivered,

together with all other quantities of Gas tendered for delivery to Freebird at

the Point of Injection/Withdrawal or requested for delivery at such Point of

Injection/Withdrawal, results in a net metered flow which is less than the

minimum or greater than the maximum volumes that Freebird’s System is capable

of measuring.


 

8. NOMINATIONS AND SCHEDULING

8.1 During any Day when Shipper desires Freebird to inject or withdraw Gas for

Shipper’s account, Shipper shall submit a nomination to Freebird (i) for

timely nominations, via the Internet Web Site, and (ii) for evening and

Intraday nominations, via (a) the Internet Web Site and (b) telephone call to

the number(s) provided in the Service Agreement. Each nomination shall

include the following minimum

   
information: quantity, flow period, upstream

transportation contract number(s), downstream transportation contract

number(s), Shipper name and Service Agreement number, and the Shipper's

authorized employee name and telephone number. All nominations shall be

based on a daily quantity.

All nominations shall include Shipper-defined begin dates and end dates. All

nominations, excluding Intraday nominations, have rollover options.

Specifically, Shippers have the ability to nominate for several Days, Months,

or years, provided the nomination begin and end dates are within the term of

Shipper's Service Agreement.


 

Overrun Quantities should be requested by separate nomination.

8.2 Freebird will accept nominations for service as follows:

(a) The Timely Nomination Cycle: 11:30 a.m. for nominations leaving control

of the nominating party; 11:45 a.m. for receipt of nominations by Freebird

(including from Title Transfer Tracking Service Providers (TTTSPs)); noon to

send Quick Response; 3:30 p.m. for receipt of completed confirmations by

Freebird from upstream and downstream connected parties; 4:30 p.m. for receipt

of scheduled quantities by Shipper and point operator (all times Central Clock

Time on the Day prior to flow).


 

The sending party shall adhere to nomination, confirmation, and scheduling

deadlines. It is the party receiving the request who has the right to waive

the deadline.


 

(b) Intraday Nominations. Any nomination received during a Gas Day for the

same Day of Gas flow, or any nomination received after the nominations

deadline set forth in Section 8.2(a) above for the following Day flow shall be

an Intraday nomination. Intraday nominations can be used to request increases

or decreases in total flow. Intraday nominations do not roll over (i.e.,

Intraday nominations span one Day only). Intraday nominations do not replace

the remainder of a standing nomination. There is no need to re-nominate if an

Intraday nomination modifies an existing nomination. Intraday nominations may

be used to nominate new injections or withdrawals. All nominations, including

Intraday nominations, should be based on a Daily quantity; thus, an intraday

nominator need not submit an hourly nomination. Intraday nominations should

include an effective date and time. The affected parties should agree on the

hourly flows of the Intraday nomination, if not otherwise addressed in

Freebird's contract or tariff. Freebird reserves the right to pro-rate

a Shipper's MDIQ or MDWQ for a nomination that takes effect after the

beginning of the Gas Day (9:00 a.m. Central Time). Freebird will

exercise this right in a non-discriminatory manner consistent with the

NAESB standards.


 

In the event Shipper does not submit a timely nomination or desires to alter

an existing nomination, Shipper shall have the right to submit an Intraday

nomination to revise Shipper's scheduled quantities on a prospective basis

prior to the end of the Gas Day; provided, however, that such Intraday

nomination will be processed after all timely nominations have been scheduled.

Such Intraday nomination shall be implemented by Freebird to the extent and

only to the extent that Freebird is able to confirm the receipt and delivery

of such Gas at the Point of Injection/Withdrawal.


 

Shipper shall have the right to negotiate a lower market rate for any service

in which such Shipper agrees to forego its right to evening or Intraday

nomination services.


 

Freebird shall process Intraday nominations in accordance with the following

standard nomination cycles:

   
(1) The Evening Nomination Cycle: 6:00 p.m. for nominations leaving control

of the nominating party; 6:15 p.m. for receipt of nominations by Freebird

(including from TTTSPs)); 6:30 p.m. to send Quick Response; 9:00 p.m. for

receipt of completed confirmations by Freebird from upstream and downstream

connected parties; 10:00 p.m. for Freebird to provide scheduled quantities

to affected Shippers and point operators, and to provide scheduled quantities

to bumped parties (notice to bumped parties), (Central Clock Time on the Day

prior to flow).


 

Scheduled quantities resulting from an Evening Nomination that does not cause

another service requestor of Freebird to receive notice that it is being

bumped should be effective at 9:00 a.m. on the Gas Day; and when the Evening

Nomination causes another service requestor of Freebird to receive notice that

it is being bumped, the scheduled quantities should be effective at 9:00 a.m.

on Gas Day.


 

(2) The Intraday 1 Nomination Cycle: 10:00 a.m. for nominations leaving

control of the nominating party; 10:15 a.m. for receipt of nominations by

Freebird (including from TTTSPs)); 10:30 a.m. to send Quick Response; 1:00

p.m. for receipt of completed confirmations by Freebird from upstream and

downstream connected parties; 2:00 p.m. for Freebird to provide scheduled

quantities to affected Shippers and point operators, and to provide scheduled

quantities to bumped parties (notice to bumped parties), (Central Clock Time

on the Gas Day). Scheduled quantities resulting from Intraday 1 Nominations

should be effective at 5:00 p.m. on Gas Day.


 

(3) The Intraday 2 Nomination Cycle: 5:00 p.m. for nominations leaving

control of the nominating party; 5:15 p.m. for receipt of nominations by

Freebird (including from TTTSPs)); 5:30 p.m. to send Quick Response; 8:00 p.m.

for receipt of completed confirmations by Freebird from upstream and

downstream connected parties; 9:00 p.m. for Freebird to provide scheduled

quantities to affected Shippers and point operators (Central Clock Time on the

Gas Day). Scheduled quantities resulting from Intraday 2 Nominations should

be effective at 9:00 p.m. on Gas Day. Bumping is not allowed during the

Intraday 2 Nomination Cycle.


 

(c) Elapsed Prorated Scheduled Quantity. With respect to Intraday nominations

for reductions in previously scheduled quantities, Freebird may accept any

explicitly confirmed quantity, down to and including zero, for such Intraday

nomination; provided, however, if such Intraday nomination requires

confirmation from an upstream and/or downstream interconnected pipeline, then

any Intraday nomination to reduce previously scheduled quantities will be

subject to, and limited to, the reduced quantity confirmed by such upstream

and/or downstream interconnected pipeline.


 

(d) Nominations will be processed for scheduling in the order in which they

were received, by priority level as described in Section 5 of the General

Terms and Conditions of this FERC Gas Tariff. Nominations received after the

nominations deadline should be scheduled after the nominations received before

the nomination deadline.

   
(e) Notices provided under this Section 8.2 must be submitted in writing via

the Internet Web Site and, if such notice is related to an evening or Intraday

nomination, via telephone call to the number provided in the relevant Service

Agreement. Shipper shall provide notice of any changes in deliveries to or

receipt from Freebird to Transporter and shall be responsible for, and shall

hold Freebird harmless from, any and all liabilities and expense resulting from

any such changes, unless the added expense is due to the negligence of

Freebird.


 

8.3 Shipper shall make available and tender any Gas to be injected hereunder

and receive and accept delivery, upon tender by Freebird, any Gas requested to

be withdrawn from storage. The quantity of Gas stored for the account of

Shipper shall be increased or decreased upon injection or withdrawal of Gas

from storage, as applicable. Shipper shall not (unless otherwise agreed by

Freebird in Shipper’s Service Agreement) receive or deliver Gas, nor shall

Freebird be obligated to receive Gas or deliver Gas, on an hourly basis at

rates of flow in excess of 1/24 of Shipper’s MDIQ or MDWQ, respectively.


 


 

8.4 Freebird shall always have the right to reject a nomination, and shall

have no liability to Shipper or any other Person in connection with such

rejection of service, if under such nomination any requirement of this Gas

Tariff or of the Shipper’s Service Agreement has not been met (and, if

applicable, maintained) at the time of such nomination.


 

8.5 Nominations made in accordance with this Article 8 shall not become

effective until Freebird has confirmed both the nominated receipts and

deliveries with all Transporters. A nomination made in accordance with this

Article 8 shall be binding on Freebird and Shipper, subject to the terms of

this Gas Tariff and the applicable Service Agreement, and shall remain in

effect until duly changed, interrupted by Freebird or a Transporter for

operational reasons or, if for Interruptible Service, to serve shippers with a

higher service priority, or is otherwise interrupted in accordance with the

terms of this Gas Tariff or the applicable Service Agreement.


 

8.6 Shipper’s nomination shall be in good faith and shall be based on

Shipper’s reasonable efforts to estimate the quantity of Gas to be injected or

withdrawn for the next hour, day, week or month. Shipper may not inject and

withdraw simultaneously without the approval of Freebird; Freebird will grant

or deny requests to do so on a non-discriminatory basis.


 


 

8.7 Default confirmation procedures shall be as follows:

(a) With respect to the timely nomination/confirmation process at a Point of

Injection/Withdrawal, in the absence of agreement to the contrary, the lesser

of the confirmation quantities shall be the confirmed quantity. If there is

no response to a request for confirmation or an unsolicited confirmation

response, the lesser of the confirmation quantity or the previously scheduled

quantity shall be the new confirmed quantity.


 

(b) With respect to the processing of requests for increases during the

Intraday nomination/confirmation process, in the absence of agreement to the

contrary, the lesser of the confirmation quantities shall be the new confirmed

quantity. If there is no response to a request for confirmation or an

unsolicited confirmation response, the previously scheduled quantity shall be

the new confirmed quantity.


 

(c) With respect to the processing of requests for decreases during the

Intraday nomination/confirmation process, in the absence of agreement to the

contrary, the lesser of the confirmation quantities shall be the new confirmed

quantity, but in any event no less than the Elapsed Prorated Scheduled

Quantity. If there is no response to a request for confirmation or an

unsolicited confirmation response, the

   
greater of the confirmation quantity or the Elapsed Prorated Scheduled Quantity

shall be the new confirmed quantity.


 

(d) With respect to Sections 8.8(a), (b), and (c), if there is no response to

a request for confirmation or an unsolicited confirmation response, Freebird

shall provide the service requester with the following information to explain

why the nomination failed, if applicable:


 

(1) the Shipper’s Transporter did not conduct the confirmation;

(2) the Transporter indicates that the upstream confirming party did not

conduct the confirmation;


 

(3) the Transporter indicates that the upstream service requester did not have

the gas or submit the nomination;


 

(4) the Transporter indicates that the downstream confirming party did not

conduct the confirmation;


 

(5) the Transporter indicates that the downstream service requester did not

have the market or submit the nomination.


 

Ranking should be included in the list of data elements. Freebird shall use

Shipper provided rankings when making reductions during the scheduling process

when this does not conflict with the rules set forth in this Gas Tariff.


 

8.8 Inventory Management

(a) Receipt and Delivery Defaults. In the event of either Shipper’s or

Freebird’s unexcused failure (and for purposes of this Gas Tariff, an

"unexcused failure" shall not include any failure caused by a Force Majeure or

any other interruption of service permitted under this Gas Tariff) to deliver

or receive a quantity of Gas (the "Default Quantity") to or from the other

Party (or to or from a third party for the account of the other Party) in

accordance with a proper nomination under a particular transaction (the

"Defaulted Transaction"), such defaulting Party shall use its best efforts to

notify the other Party before the scheduled delivery or receipt date, as

applicable, for such Default Quantity. In any event, the non-defaulting Party

shall provide written notice of the Receipt Default or Delivery Default, as

the case may be, to the defaulting Party within three (3) Days after the date

of such Delivery Default or Receipt Default (a "Default Notice"), and indicate

in such Default Notice whether or not the non-defaulting Party wishes to

utilize the remedy provisions of this Section 8.8. Subject to Sections 11 and

23 of this Gas Tariff but notwithstanding any other provision herein or in any

Service Agreement to the contrary, the remedies of a non-defaulting Party for

a Delivery Default or Receipt Default will be limited to the remedies stated

in this Section 8.8. If the non-defaulting Party wishes to utilize the remedy

provisions of this Section 8.8, the Parties will (unless the terms of Section

8.8(d) are applicable) act in accordance with Sections 8.8(b) or 8.8(c), as

applicable, which may include, among other things, the use of commercially

reasonable efforts to enter into a corresponding transaction (the

"Corresponding Transaction") (which may include (among other things), to the

extent possible given the nature of the relevant Defaulted Transaction, (a)

entering into an offsetting transaction, e.g., if the Defaulted Transaction is

an ILS transaction, entering into an IPS transaction, or if the Defaulted

Transaction is an IPS transaction, entering into an ILS transaction, or (b)

entering into such other transaction as to which the Parties may agree) to

attempt to mitigate damages to the extent possible while maintaining, to the

extent possible, the economic substance of the initial deal between the

Parties as evidenced by the original terms of the Defaulted Transaction. Upon

request, the Party claiming a Receipt Default or Delivery Default by the other

Party shall provide written documentation of such Receipt Default

   
or Delivery Default in the form of allocation statements from the applicable

Transporter(s). With respect to any remedy for any Receipt Default or

Delivery Default, notwithstanding any provision in any Service Agreement to

the contrary, and in addition to all other remedies available to Freebird,

Shipper will be responsible for all charges that accrued before the date of the

Receipt Default or Delivery Default as well as all injection or withdrawal

charges that would otherwise be applicable to the Default Quantities under the

Defaulted Transaction had such Receipt Default or Delivery Default not

occurred.


 

(b) Firm Storage; Parking; Loaning. Except as provided in Sections

8.8(c) and 8.8(d) below, in the event of a Defaulted Transaction, the

Parties shall enter into a Corresponding Transaction or, if the Parties

cannot agree to the terms of a Corresponding Transaction (after attempting

in good faith to do so), the non-defaulting Party may collect damages from

the defaulting Party equal to the greater of (A) the absolute value of the

product of (x) the Default Quantity multiplied by (y) the spread between

the Daily Reference Price and the NYMEX Prompt Month settlement price for

the Day on which the relevant Nomination was made, as adjusted for the

applicable basis differential, and (B) the absolute value of the product of (x)

the Default Quantity multiplied by (y) the spread between the Daily

Reference Price and the NYMEX Prompt Month settlement price for the

Day on which the physical gas was actually supposed to flow pursuant to

such Nomination, as adjusted for the applicable basis differential.

In addition to the foregoing and notwithstanding anything else

in any Service Agreement to the contrary, Shipper shall at all times

remain obligated for the Storage Reservation Charge associated with

Shipper's FSS Service Agreement(s).


 

(c) Interruptible Storage. If the Defaulted Transaction is an ISS

Transaction, the Parties shall use commercially reasonable efforts to

re-nominate and deliver or receive the nominated gas, as the case may be, at

each Party's earliest possible convenience.


 

(d) After Termination or Expiration of Service Period. If the Defaulted

Transaction is a default by Shipper and results in: (i) Shipper's Storage

Inventory remaining in the Storage Facility after the end of a service period

(if the relevant Service Agreement is for either FSS, ISS, or IPS) or (ii)

Shipper failing to re-deliver all loaned quantities on or before the last Day

of the service period (if the relevant Service Agreement is for Loaning

Service), Freebird shall have the continuing option to assert, in addition to

the other remedies set forth in this Section 8.8, any remedies otherwise

available at law or as set forth in this Gas Tariff, including without

limitation those remedies set forth in the applicable Rate Schedules.


 

(e) For ILS transactions, Shipper shall nominate its withdrawals so that all

loaned Gas quantities are ratably withdrawn from the Storage Facility during

the Days available during the first calendar Month of the Service Agreement

period, and shall nominate such that the returned loaned quantities are

ratably injected into the Storage Facility during the Days available during

the last calendar Month of the Service Agreement period. For IPS

transactions, Shipper shall nominate its injections so that all parked volumes

are ratably injected into the Storage Facility during the Days available

during the first calendar Month of the Service Agreement period, and shall

nominate such that such parked volumes are ratably withdrawn from the Storage

Facility during the Days available during the last calendar Month of the

Service Agreement period.


 

(f) In the event of imbalances created under the Rate Schedules set

Forth in this FERC Gas Tariff, Freebird shall permit Shippers and their

agents to offset imbalances accruing on different contracts held by the

Shipper with Freebird and, upon prior notification to Freebird, to

Trade imbalance quantities with other Shippers.

   
9. QUALITY

9.1 Specifications. The Gas tendered by Shipper to Freebird for injection or

made available by Freebird to Shipper upon withdrawal at the Point of

Injection/Withdrawal shall be of such quality that it shall meet at least the

following specifications ("Required Specifications"):


 

(a) shall have a total heating value of not less than nine hundred sixty-seven

(967) Btus per cubic foot, and not more than one thousand seventy (1070) Btus

per cubic foot;


 

(b) shall be commercially free (at prevailing pressure and temperature in

Freebird’s System) from objectionable odors, dust, gums and gum forming

constituents, solid matter, hydrocarbon liquids, water and any other substance

that might become separated from the Gas in Freebird’s System or that

interferes with the merchantability of the Gas or causes interference with the

proper and safe operation of the pipeline, meters, regulators and other

facilities through which such Gas will flow;


 

(c) shall not contain more than twenty (20) grains of total sulphur, nor more

than one fourth (1/4) of one grain of hydrogen sulphide per one hundred (100)

cubic feet;


 

(d) shall not contain more than two-tenths of one percent (0.2%) by volume of

oxygen, and Shipper shall make every reasonable effort to keep the gas free of

oxygen;


 

(e) shall not contain more than four percent (4%) by volume of a combined

total of carbon dioxide and nitrogen components; provided, however, that the

total carbon dioxide content shall not exceed two percent (2%) by volume and

the total nitrogen content shall not exceed three percent (3%) by

volume;


 

(f) shall have a temperature of not more than one hundred twenty degrees (120

degrees) Fahrenheit;


 

(g) shall contain no more than two-tenths (0.2) gallons of neopentane or

heavier liquefiable hydrocarbons per Mcf;


 

(h) shall contain no carbon monoxide, halogens, or unstaturated hydrocarbons,

and no more than four hundred parts per million (400 ppm) by volume of

hydrogen;


 

(i) shall be free of hydrocarbons in liquid form at the temperature and

pressure at which the Gas is delivered; and


 

(j) shall have been dehydrated by Shipper for removal of entrained water

present therein in a vapor state, and in no event contain more than seven (7)

pounds of entrained water per million cubic feet, at a pressure base of

fourteen and seventy three hundredths (14.73) pounds per square inch and a

temperature of sixty degrees (60 degrees) Fahrenheit as determined by

dew-point apparatus approved by the Bureau of Mines or such other apparatus as

may be mutually agreed upon.


 

9.2 Rejection of Gas. Either party shall be entitled to reject any Gas

tendered to it by the other party which does not meet the minimum

specifications of Section 9.1 above. Acceptance of such Gas does not

constitute any waiver of Freebird’s right to refuse to accept similarly

nonconforming Gas. If Freebird agrees to accept Non-Spec Gas (defined below)

under a Service Agreement, Shipper shall be allowed to

deliver Non-Spec Gas under that Service Agreement, but no other, and Freebird

will have the continuing right to require Shipper to bring its prospective

deliveries under that Service Agreement into compliance with the Required

Specifications within a specified period of time, as determined in Freebird’s

sole discretion. Upon delivery of Non-Spec Gas that Freebird has not

expressly allowed or which Shipper does not bring into compliance in the time

period specified by Freebird, the receipt of such Non-Spec Gas may be

terminated immediately and notification of such termination may occur after

the fact. Failure by either Freebird or Shipper to tender Gas deliveries that

conform to the Required Specifications shall not be construed to eliminate,

or limit in any manner, Freebird’s or Shipper’s rights and obligations

existing under any other provision of any Service Agreement.


 

9.3 Hazardous Substances. Shipper agrees to supply or cause to be supplied to

Freebird upon demand, at any time and from time to time, a sample of liquids

removed from the gas stream at any Point of Injection, whether removed by a

coalescer or otherwise, for analysis at a laboratory of Freebird's choosing.

If at any time PCBs or any other toxic substances or chemicals that Freebird

deems hazardous and/or in any way unsafe for transportation are found in the

liquid samples supplied to Freebird by Shipper, Freebird may in its sole

discretion immediately cease the receipt of such gas and any associated

liquids. Upon adequate proof that such toxic or hazardous substances are no

longer present at levels deemed unsafe by Freebird, Freebird shall restore

service to Shipper at the affected Point of Injection.


 

9.4 Shipper shall indemnify and hold Freebird harmless against all claims,

damages, and expenses (including, without limitation, reasonable attorneys’

fees and costs of litigation, notwithstanding anything to the contrary in this

Gas Tariff or in any Service Agreement) suffered by Freebird to the extent

such claims, damages, and/or expenses arise from Shipper’s delivery of gas not

in conformance with the Required Specifications ("Non-Spec Gas"), whether or

not Freebird agreed to accept such Non-Spec Gas under Section 9.2 above.


 


 

10. PRESSURE AND INJECTION/WITHDRAWAL RATES

10.1 Injection Pressures. Shipper shall deliver or cause to be delivered to

Freebird all Gas for parking or injection at the Point of Injection/Withdrawal

at pressures not less than 550 psig and not in excess of the maximum allowable

operating pressure ("MAOP") on Freebird’s System at the Point of

Injection/Withdrawal. Freebird shall be responsible for maintaining

facilities at such Point of Injection/Withdrawal to permit Shipper to deliver

Gas to Freebird at such allowed pressures.


 

10.2 Withdrawal Pressures. Freebird shall make Gas available to Shipper at

pressures that are high enough to allow gas to enter the pipeline facilities

at the Point of Injection/Withdrawal against the operating pressures

maintained by Transporter. Freebird shall not be required to make Gas

available at pressures in excess of those required by Transporter or in excess

of Transporter’s maximum allowable operating pressure (MAOP), not to exceed

936 psig.


 

10.3 Injection and Withdrawal Rates. Notwithstanding Sections 10.1 and 10.2

above, Freebird has designed its System to store, inject and withdraw Gas

based on "normal" operating pressures maintained by the Transporter at the

Point of Injection/Withdrawal with allowances for reasonable fluctuations, and

consistent with an hourly rate of flow as provided for in Section 8.3. In the

event that conditions on the Transporter’s system vary substantially from this

normal" design condition coincident with high levels of Shipper injection or

withdrawal activity, Freebird’s capability to inject or withdraw the quantities

set forth

   
in its Service Agreements may be impaired, resulting in an interruption in

service. If this happens, capacity will be allocated pursuant to Section 5 of

the General Terms and Conditions of this FERC Gas Tariff. Shipper agrees to

indemnify and hold Freebird harmless for any loss caused by any such

interruption in service.


 

11. TITLE AND RISK OF LOSS

11.1 Shipper warrants for itself, its successors and assigns, that that it

will have good title to all Gas delivered to Freebird, at the time of delivery

of such Gas to the Storage Facility (for any reason, including, without

limitation, for storage service and/or loan payback) and that the Gas it

delivers hereunder shall be free and clear of all liens, encumbrances, or

claims whatsoever; and that it will indemnify Freebird and save it harmless

from all claims, suits, actions, damages, costs and expenses arising directly

or indirectly from or with respect to the title and/or right to Gas tendered

to Freebird hereunder. Except in those instances when Freebird expressly

takes title to Shipper’s Gas pursuant to its rights under this Gas Tariff, a

Service Agreement or as otherwise allowed by law, Shipper shall at all times

retain title to all Gas delivered by Shipper for its own account to the

Storage Facility (except Gas delivered by Shipper as fuel or loan payback),

provided, however, that such Gas may be commingled with other Gas in the

Storage Facility (subject to Section 11.3 below).


 

11.2 Shipper shall be in control and possession of the Gas prior to and

including the time of its delivery to Freebird at the Point of

Injection/Withdrawal and at the time of and after redelivery by Freebird to

Shipper at the Point of Injection/Withdrawal. Shipper shall bear the risk of

loss or contamination of such Gas (i) while the gas is in the control and

possession of Shipper or its designated Transporter, (ii) resulting from any

Force Majeure event described in Section 15 and any failure of equipment

resulting therefrom, except to the extent any loss or contamination of Gas is

caused by Freebird’s intentional or negligent act or omission, and (iii)

resulting from any third party action or inaction, and Shipper shall indemnify

and hold Freebird harmless from any damage or injury caused thereby. Freebird

shall be in control and possession of the Gas after the receipt of the same at

the Point of Injection/Withdrawal and until redelivery by Freebird to Shipper

at the Point of Injection/Withdrawal. The risk of loss or contamination of

Gas injected into, parked or stored in and withdrawn from storage shall remain

with Shipper, and Freebird shall not be liable to Shipper for any loss or

contamination of Gas, except to the extent caused by the intentional or

negligent acts or omissions of Freebird. Any losses or contamination of Gas,

unless due to the intentional or negligent act or omissions of Freebird, shall

be shared proportionally by all Shippers, based on each Shipper’s Storage

Inventory, Park Balance and/or Loan Balance, as applicable. In the event of

loss or contamination of Gas for which Freebird is responsible under this

Section 11.2, Freebird shall have the option, in its sole discretion, to

either (a) pay Shipper for such Gas (at the then current market value as

determined in accordance with the applicable Reference Price) or (b) replace

such Gas with an equivalent quantity of Gas. In no event will Freebird’s

liability for any loss or contamination of Gas exceed the current market value

of the Gas at the time of such loss or contamination.


 

11.3 The Parties acknowledge and agree that gas which is delivered to the

Storage Facility pursuant to any Service Agreement is a fungible good as that

term is defined in Ala. Code § 7-1-201(18), and that the unit of gas is one

(1) Dth. Shipper understands and agrees that any gas delivered shall be

commingled with all other gas previously or subsequently delivered and stored

at the Storage Facility. "Receipts" (as that term is used in Ala. Code §

7-7-207(b)) shall be based on confirmations of delivery by the Transporter

delivering gas to the Storage Facility. Freebird will not be

obligated to deliver to Shipper

   
the same Gas that was delivered to Freebird by

or on behalf of Shipperbut shall be obligated to deliver only such quantity

of Gas as the Shipper is entitled to receive from Freebird in accordance with

this Gas Tariff and the relevant Service Agreement. Without limiting

Freebird’s obligation set forth in the immediately preceding sentence,

Freebird shall be entitled to use all quantities of Gas delivered to the

Storage Facility for any and all purposes, including, without limitation, for

delivery or transfer thereof to other Shippers to satisfy Freebird’s

obligations under Service Agreements with such other Shippers. Shipper

acknowledges that the Service Agreements, nominations, invoices or any other

document issued pursuant to the Service Agreements are non-negotiable

instruments under Ala. Code § 7-7-104(b).


 


 

12. MEASUREMENT

12.1 The quantity of Gas received and delivered hereunder shall be measured

(i) in accordance with the applicable Transporter’s pipeline tariff, if the

Transporter is the party responsible for custody transfer at the applicable

Point of Injection/Withdrawal, or (ii) in accordance with Sections 12.2 – 12.3

below, if Freebird is the party responsible for custody transfer at the

applicable Point of Injection/Withdrawal.


 

12.2 The service unit of Gas scheduled, received, or delivered by Freebird

under this Gas Tariff shall be a Dekatherm. Dekatherms will be determined by

multiplying the Mcf volume by the ratio of the heating value per cubic foot to

1,000. The unit of volume for measurement of all quantities of Gas shall be

one (1) cubic foot of Gas at the base temperature of sixty degrees Fahrenheit

(60 degrees F) and at an absolute pressure of fourteen and seventy-three

hundredths (14.73) pounds per square inch and dry. One thousand (1,000) cubic

feet shall be denoted as 1 Mcf. All fundamental constants, observations,

records, and procedures involved in determining and/or verifying the quantity

and other characteristics of Gas delivered hereunder shall, unless otherwise

specified herein, be in accordance with the standards prescribed in Report No.

9 of the American Gas Association ("AGA"), as now in effect and from time to

time amended or supplemented. All measurements of Gas shall be determined by

calculation into terms of such unit. Notwithstanding the foregoing, it is

agreed that, for all purposes, the Btu content of the Gas received and

delivered by Freebird hereunder shall be measured on a "dry" basis rather than

a fully saturated or "wet" basis. For Gas volumes reported in cubic meters,

the standard conditions are 101.325 kPa, 15 degrees C, and dry. If positive

displacement, ultra sonic flow or turbine meters are used, measurement shall

be performed in accordance with AGA 9 as currently available and with any

subsequent amendments thereof accepted by Freebird in its reasonable judgment.

The temperature of the Gas flowing through a meter station shall be obtained

by the use of a flow computer. The temperature of the Gas during the

measurement period shall be used in computing the quantities of Gas delivered

during such period. The heating value and the specific gravity shall be

determined by on-line C6+ chromatographic analysis of the Gas stream. The

values of the physical constants for the Gas compounds and the procedure for

determining the gross heating value and/or the specific gravity of the Gas

from them shall be as set forth in the referenced AGA Report No. 9.


 

12.3 Freebird shall, if necessary, install, maintain and operate, or cause

to be installed, maintained and operated, the measurement facilities required

hereunder. Said measurement facilities shall be so equipped with ultrasonic

flow meters, recording gauges, or other types of meters of standard make and

design commonly acceptable in the industry, as to accomplish the accurate

measurement of Gas received and delivered hereunder. The retrieval of data,

calibrating and adjustment of meters shall be done by Freebird or its agent.

The accuracy of the measuring equipment, shall be verified at reasonable

intervals but

   
not more often than is found necessary in practice.

The accuracy of chromatographs shall be verified at least once every thirty

(30) Days. If, upon testing, the measuring equipment is found to be in error

by not more than two percent (2%), previous recordings of such equipment shall

be considered accurate in computing deliveries, but such equipment shall be

adjusted at once to record accurately. If, upon testing, the measuring

equipment shall be found to be inaccurate by an amount exceeding two percent

(2%), at a recording corresponding to the average hourly rate of flow for the

period since the last preceding test, then any previous recordings of such

equipment shall be corrected to zero error for any period which is known

definitely or agreed upon, but in the case of the period is not known or

agreed upon, such correction shall be for a period extending over one-half of

the time elapsed since the last test, not exceeding a correction period of

sixteen (16) Days. If after testing a meter is found to be out of service or

registering inaccurately, the quantity of Gas delivered shall be determined:

(a) by correcting the error if the percentage of error is ascertainable by

calibration, tests or mathematical calculation, or in the absence of any such

possible method of determining deliveries, then (b) by using the registration

of any check meter or meters, if installed, and accurately measuring or, in

the absence of both possible methods of determining deliveries as set forth in

(a) or (b), then (c) by estimating the quantity of Gas delivered as the same

quantity of Gas delivered during previous periods under similar conditions

when the meter was registering accurately.


 

13. BILLING AND PAYMENT

13.1 Invoice. Not later than the tenth (10th) Business Day of each month

Freebird shall provide Shipper (including a Replacement Shipper) an invoice

and any required backup data (which may be transmitted by fax or electronic

mail) setting forth (i) the charges due for the preceding Month; (ii) the

total quantity of Gas, stated in Dekatherms, received from and made available

to Shipper at the Point of Injection/Withdrawal hereunder during the preceding

Month(s), and the amount due therefor; and if applicable, (iii) the amount of

Shipper’s Gas in storage as of the close of the preceding Month and

information sufficient to explain and support any adjustments made by Freebird

in determining the amount billed. Invoices will be based on actuals (if

available) or best available data. If actual quantities are not available by

the tenth (10th) Business Day of the month, Freebird may invoice based on best

available data subject to adjustment to actuals at a later date. All charges

to Shipper will be subject to all applicable taxes, if any, payable on the

services provided by Freebird, including, without limitation, tax on any Fuel

provided by Shipper and any ad valorem or similar tax assessed on Shipper’s

Gas in the Storage Facility, all of the foregoing being the responsibility of

Shipper at all times. All references to prices, fees, charges, or other

monetary amounts will be in U.S. dollars unless otherwise expressly provided

in the applicable Service Agreement.


 

13.2 Application of Payments for Released Capacity. Payments to Freebird by a

Replacement Shipper for released capacity shall be applied as follows, in the

following order: (i) Freebird shall retain amounts equal to the Replacement

Shipper’s usage charges; (ii) Freebird will credit the balance to Storage

Reservation Charges due from the Replacement Shipper; and (iii) Freebird shall

remit the remaining balance, if any, or shall charge any balance due, to the

Replacement Shipper, in accordance with Section 4.10 of the General Terms and

Conditions of this FERC Gas Tariff. If any balance due from the Replacement

Shipper remains unpaid, , the outstanding balance will then be billed to the

Releasing Shipper, provided that the Releasing Shipper is only liable to the

extent of its Storage Reservation Charges specified in the applicable Service

Agreement and corresponding Rate Schedule, plus applicable interest calculated

in accordance with Section 154.501(d) of the Commission’s regulations.

   
13.3 Payment. Shipper shall pay Freebird by wire transfer the full amount

reflected on the invoice within ten (10) days of the date of the invoice. If

the tenth (10th) day shall fall upon a weekend or legal holiday, then such

payment shall be made on the last regular Business Day prior to such tenth

(10th) day. Party making payment should submit supporting documentation;

Party receiving payment should apply payment per supporting documentation

provided by the paying Party; and if payment differs from invoiced amount,

remittance detail should be provided within two (2) Business Days of the

payment due date. All payments shall be made without any deduction or

withholding for or on account of any tax.


 

13.4 Billing Error. If an error is discovered in any billing, such error

shall be adjusted within thirty (30) days of the determination thereof. If a

dispute arises as to the amount payable in any invoice rendered hereunder,

Shipper shall nevertheless pay when due the amount not in dispute under such

invoice. Such payment shall not be deemed to be a waiver of the right by

Shipper to recoup any overpayment, nor shall acceptance of any payment be

deemed to be a waiver of the right by the Shipper to recoup any overpayment,

nor shall acceptance of any payment be deemed to be a waiver by Freebird of

any underpayment. In the event Shipper fails to forward the entire undisputed

amount due to Freebird when same is due, interest on the unpaid portion shall

accrue at the same rate of interest and in the same manner as prescribed for

pipeline refunds as set forth in Section 154.501(d) of the Commission’s

regulations from the date such payment is due until the same is paid. If at

any time payments for services and payments for interest are both due, any

payments thereafter received shall be applied first to all interest payments

due, then to the service payments due in order from the oldest to the most

current payments due. If any undisputed invoiced amount remains unpaid after

the due date thereof, in addition to any other rights that Freebird may have

under this Gas Tariff, the relevant Service Agreements and/or at law or in

equity, Freebird shall have the right, upon giving Shipper written notice, to

suspend services under any or all Service Agreements. Contemporaneously with

suspension of Shipper’s services, Freebird shall be entitled to provide notice

to Shipper and to the FERC that Shipper’s services shall be terminated if all

amounts due to Freebird are not paid within thirty (30) days of Freebird’s

delivery of such notice to Shipper. During any period of suspended deliveries

and following any termination of service, Freebird shall not charge Shipper

reservation charges.


 

13.5 Billing Disputes. If Shipper withholds payment of any disputed amount as

authorized herein, Shipper shall on or before the due date of the disputed

invoice submit to Freebird a written explanation of the dispute and any

available supporting documentation. The Parties shall then cooperate in good

faith to resolve such dispute as expeditiously as possible, and the portion,

if any, of such disputed amount eventually determined to be due shall bear

interest at the rate stated in Section 13.4 above from the original due date

until the date actually paid.


 

13.6 Right to Audit. Both Freebird and Shipper shall have the right at their

own expense to examine and audit at any reasonable time the books, records

(including measurement, billing and payment) and charts of the other to the

extent necessary to verify the accuracy of any statements or charges made

under or pursuant to any of the provisions of Shipper’s Service Agreement.

Upon request, Shipper shall also make available to Freebird for audit purposes

any relevant records of the Transporter to which Shipper has access. A formal

audit of accounts shall not be made more often than once each Contract Year.

Any inaccuracy will be promptly corrected when discovered; provided, however,

that neither Freebird nor Shipper shall be required to maintain books,

records, or charts for a period of more than two (2) Contract Years following

the end of the Contract Year to which they are applicable. Neither Freebird

nor Shipper shall have any right to question or contest any charge or credit

if the matter is not called to the attention of the other in writing within two

(2) years after the end of the Contract Year in question.

  14. TAXES

Shipper shall be responsible for all taxes and assessments, of any nature,

assessed by any governmental authority in respect of Gas to which Shipper

holds title, notwithstanding that such Gas may be held in the Storage Facility

as of such governmental authority's tax assessment / property reporting date.

Notwithstanding anything to the contrary that may be contained in any Service

Agreement, Shipper shall be responsible for, and shall pay directly to the

relevant governmental authority, all ad valorem taxes payable in respect of

all or any portion of Shipper's Gas. If at any time Freebird is required to

remit any taxes assessed on Gas or related to the services provided under a

Rate Schedule of this FERC Gas Tariff, then Freebird shall have the right to

collect from Shipper such taxes, including any penalties and interest.

Shipper agrees to reimburse Freebird for the taxes assessed on the Gas or

storage-related services, including any penalties and interest, within fifteen

(15) days of the date of invoice from Freebird. Shipper shall furnish

Freebird information, satisfactory to Freebird, to enable Freebird to comply

with any reports required by state or federal government and agencies.

Shipper recognizes that Freebird may be required to file Federal and state tax

returns, and Shipper agrees to furnish Freebird with adequate information

pertaining to the taxation on the Gas. Shipper shall coordinate such filings

with Freebird.


 

15. FORCE MAJEURE

15.1 Effect of Force Majeure. In the event Freebird is rendered unable,

wholly or in part, by reason of Force Majeure, as defined herein, to perform,

wholly or in part, any obligation or commitment under Shipper's Service

Agreement, it is agreed that upon Freebird's giving notice and full

particulars of such Force Majeure on its Internet Web Site and/or in writing

to Shipper within seventy-two (72) hours after the occurrence of the cause

relied on, then the obligations of Freebird shall be suspended to the extent

that Freebird's ability to perform such obligations is affected by such Force

Majeure and for the period of such Force Majeure, but for no longer period,

and such cause shall as far as possible be remedied with all reasonable

dispatch. Nothing in this Gas Tariff or in any Service Agreement shall

obligate Freebird to request or pay for added compression in order to remedy a

Force Majeure.


 

(b) Force Majeure and obligation to Pay/Credit Storage Reservation Charges. A

Shipper taking Firm service under Rate Schedule FSS shall not be relieved of

its obligations to pay Storage Reservation Charges specified in such Firm Rate

Schedules due to an event of Force Majeure and Freebird shall include the full

amount of such Storage Reservation Charges on the Shipper's invoice for any

Month in which an event of Force Majeure shall have occurred, provided,

however, that if such Force Majeure persists for more than 3 Days, Shipper

shall be allowed a credit against its Storage Reservation Charges

payable under Rate Schedule FSS and Service Agreement to reflect any

reduction in Freebird's ability to render Firm service resulting

from a Force Majeure declared by Freebird; provided, further, however, that

such credits will not be given to the extent Shipper is afforded extra Service

Agreement Days under the terms of Section 8.3 of the FSS Rate Schedule.


 

15.2 Nature of Force Majeure. The term "Force Majeure" as employed herein

shall mean any cause whether of the kind enumerated herein or otherwise, not

reasonably within the control of Freebird, such as acts of God; strikes,

lockouts and industrial disputes or disturbances; inability to secure or

delays in obtaining labor, materials, supplies, permits, easements or

rights-of-way, including inability to secure
 

   
materials by reason of

allocations promulgated by authorized governmental agencies; arrests and

restraints of governments and people; interruptions by government or court

orders; present and future valid orders, decisions or rulings of any

government or regulatory entity having proper jurisdiction; acts of the public

enemy; vandalism; wars; riots; civil disturbances; blockades; insurrections;

epidemics; landslides; lightning; tornadoes; hurricanes; earthquakes; fires;

storms; floods; washouts; inclement weather which necessitates extraordinary

measures and expense to maintain operations; explosions; breakage, accidents

and/or maintenance to plant facilities including machinery, lines of pipe,

accidents and/or unscheduled maintenance of wells or subsurface storage

caverns or reservoirs; testing (as required by governmental authority or as

deemed necessary by Freebird for the safe operation of the facilities required

to perform the services hereunder); and the making of repairs or alterations

to pipelines, storage, and plant facilities including Transporter’s pipeline

repairs. It is understood and agreed that the settlement of strikes or

lockouts shall be entirely within the discretion of Freebird, and that the

above requirements that any Force Majeure shall be remedied with all

reasonable dispatch shall not require the settlement of strikes or lockouts by

acceding to the demands of opposing party when such course is inadvisable in

the discretion of Freebird.


 

16. NOTICES

16.1 Any notice, request, demand, or statement, except as otherwise herein

provided, shall be given in writing, delivered in person, by United States

Mail or via e-mail or facsimile, to the parties at the addresses shown in the

executed Service Agreement or at such other addresses as may hereafter be

furnished to the other party in writing.


 

16.2 Any notice initially delivered by fax shall be confirmed by regular mail

within one (1) week after transmission of the fax.


 

17. FUEL REIMBURSEMENT

Shipper shall be required to compensate Freebird for all fuel, including but

not limited to: (a) compression fuel; (b) dehydration fuel; (c) line heating

fuel; and (d) all lost and unaccounted for volumes, to the extent required for

the operation and maintenance of Freebird’s System.


 

18. GAS TITLE TRANSFERS

18.1 Title Transfers of Gas in Storage:

(a) A Shipper that has executed a Service Agreement under Rate Schedules FSS,

ISS, IPS or IBS may sell its Storage Inventory or Park Balance, as applicable,

to any other Shipper that has executed a Service Agreement under Rate Schedules

FSS, ISS, IPS or IBS if:


 

(1) Shipper selling Storage Inventory or Park Balance, as applicable, provides

notification to Freebird prior to the nomination deadline and provides

Freebird with written verification of the transfer within three (3) Business

Days; and

   
(2) The purchase does not cause either Shipper to exceed its Maximum Storage

Quantity or Maximum Park Quantity, as applicable, and as specified in

Shipper's Service Agreement or Shipper's Hub Services Agreement, as

applicable, or cause either Shipper's balance to go below zero.


 

(b) Freebird will recognize the transfer for purposes of computing available

Storage Inventory or Park Balance, as applicable, on a prospective basis

within twenty-four (24) hours after receiving the notification. In the event

the required written verification is not received, the transfer will no longer

be recognized and the Storage Inventory for each Shipper will be restated to

reflect the reversal of the transfer.


 

(c) For each title transfer of Gas in storage performed by Shipper under

this Section, the transferring Shipper shall pay the fee, if any, for

title transfer agreed to by Freebird and the Shipper. This section does

not prohibit or limit the number of title transfer services provided by

third party providers.


 

19. PENALTIES

19.1 A Shipper shall be liable for and shall be required to reimburse Freebird

for all penalties, charges and fees which Freebird is required to pay to

Transporter as a consequence of Shipper's actions. The recovery of such

penalty amounts shall be on an as-billed basis.


 

19.2 In addition to the payment of the penalties set forth in Section 19.1

herein, the responsible Shipper shall also be liable, and shall reimburse

Freebird, for all costs incurred by Freebird as a consequence of such

Shipper's actions.


 

20. TRANSMISSION PROVIDER STANDARDS OF CONDUCT

20.1 Freebird does not meet FERC's definition of a Transmission Provider

because it is a storage company authorized to charge market-based rates, in

not interconnected with the facilities of any affiliated interstate natural

gas pipeline, has no exclusive franchise area, has no captive customers and

has no market power. Therefore, Freebird is not required to comply with the

FERC's Transmission Provider Standards of Conduct, as promulgated in Order

Nos. 2004, et al., and codified at 18 C.F.R. Part 358, as if it were a

Transmission Provider, but nevertheless will undertake to ensure transparency

and confidence to Freebird's customers in its provision of services on a

non-discriminatory basis.


 

20.2 All terms and conditions set forth in this FERC Gas Tariff shall be

applied in a non-discriminatory manner without preference to Freebird's

marketing affiliates.


 

20.3 Freebird shall provide service under Rate Schedules FSS, ISS, IPS, ILS,

and IBS on a basis that is equal (except as otherwise set forth in this FERC

Gas Tariff) in quality for all gas supplies stored, parked, loaned and/or

balanced by Freebird under such Rate Schedules.

   
a written response to the complaint. In the event the required

date of Freebird’s response falls on a Saturday, Sunday or a

holiday that affects Freebird, Freebird shall respond by the

next Business Day.


 

21. NORTH AMERICAN ENERGY STANDARDS BOARD (“NAESB”) STANDARDS

Freebird adopts or exceeds all of the Business Practices

and Electronic Communication Standards which were required by

the Commission in 18 C.F.R. Section 284.12(b) in accordance with

Order Nos. 587, et al.

In addition to the standards reflected in other

provisions of this FERC Gas Tariff, the following NAESB

Wholesale Gas Quadrant (“WGQ”) standards, definitions and data

sets, Version 1.8, are incorporated herein by reference:

General Standards:

0.1.3, 0.2.1, 0.2.2, 0.2.3, 0.3.1, 0.3.2, 0.3.3, 0.3.4, 0.3.5,

0.3.6, 0.3.7, 0.3.8, 0.3.9, 0.3.10, 0.3.11, 0.3.12, 0.3.13,

0.3.14, 0.3.15, and 0.4.1

Nominations Related Standards:

1.1.7, 1.2.1, 1.2.2, 1.2.3, 1.2.5, 1.2.8, 1.2.9, 1.2.10, 1.2.11,

1.2.13, 1.2.17, 1.2.18, 1.2.19, 1.3.2(v), 1.3.2(vi), 1.3.3,

1.3.4, 1.3.7, 1.3.8, 1.3.14, 1.3.15, 1.3.16, 1.3.17, 1.3.18,

1.3.20, 1.3.21, 1.3.22, 1.3.23, 1.3.24, 1.3.25, 1.3.27, 1.3.28,

1.3.29, 1.3.30, 1.3.31, 1.3.32, 1.3.34, 1.3.35, 1.3.36, 1.3.37,

1.3.38, 1.3.39, 1.3.40, 1.3.41, 1.3.42, 1.3.43, 1.3.44, 1.3.45,

1.3.46, 1.3.47, 1.3.48, 1.3.49, 2.3.50, 1.3.51, 1.3.52, 1.3.53,

1.3.54, 1.3.55, 1.3.56, 1.3.57, 1.3.58, 1.3.59, 1.3.60, 1.3.61,

1.3.62, 1.3.63, 1.3.64, 1.3.65, 1.3.66, 1.3.67, 1.3.68, 1.3.69,

1.3.70, 1.3.71, 1.3.72, 1.3.73, 1.3.74, 1.3.75, 1.3.76, 1.3.77,

1.3.78, 1.3.79, 1.4.1, 1.4.2, 1.4.3, 1.4.4, 1.4.5, 1.4.6 and

1.4.7.

Flowing Gas Related Standards:

2.2.1, 2.2.2, 2.2.3, 2.3.1, 2.3.2, 2.3.3, 2.3.4, 2.3.5, 2.3.6,

2.3.7, 2.3.8, 2.3.9, 2.3.10, 2.3.11, 2.3.12, 2.3.13, 2.3.14,

2.3.15, 2.3.16, 2.3.17, 2.3.18, 2.3.19, 2.3.20, 2.3.21, 2.3.22,

2.3.23, 3.3.24, 2.3.25, 2.3.26, 2.3.27, 2.3.28, 2.3.29, 2.3.30,

2.3.31, 2.3.32, 2.3.33, 2.3.34, 2.3.35, 2.3.36, 2.3.37, 2.3.38,

2.3.39, 2.3.40, 2.3.41, 2.3.42, 2.3.43, 2.3.44, 2.3.45, 2.3.46,

2.3.47, 2.3.48, 2.3.49, 2.3.50, 2.3.65, 2.4.1, 2.4.2, 2.4.3,

2.4.4, 2.4.5, 2.4.6, 2.4.7, 2.4.8, 2.4.9, 2.4.10, 2.4.11, 2.4.12

, 2.4.13, 2.4.14, 2.4.15, 2.4.16, 2.4.17 and 2.4.18.

   
Invoicing Related Standards:

3.3.1, 3.3.2, 3.3.3, 3.3.4, 3.3.5, 3.3.6, 3.3.7, 3.3.8, 3.3.10,

3.3.11, 3.3.12, 3.3.13, 3.3.14, 3.3.15, 3.3.16, 3.3.18, 3.3.20,

3.3.21, 3.3.22, 3.3.23, 3.3.24, 3.3.25, 3.3.26, 3.4.1, 3.4.2,

3.4.3, and 3.4.4.

Quadrant Electronic Delivery Mechanism Related Standards:

4.2.1, 4.2.2, 4.2.3, 4.2.4, 4.2.5, 4.2.6, 4.2.7, 4.2.8, 4.2.9,

4.2.10, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 4.2.15, 4.2.16, 4.2.17,

4.2.18, 4.2.19, 4.2.20, 4.3.1, 4.3.2, 4.3.3, 4.3.5, 4.3.16,

4.3.17, 4.3.18, 4.3.20, 4.3.22, 4.3.23, 4.3.24, 4.3.25, 4.3.26,

4.3.27, 4.3.28, 4.3.29, 4.3.30, 4.3.31, 4.3.32, 4.3.33, 4.3.34,

4.3.35, 4.3.36, 4.3.38, 4.3.39, 4.3.40, 4.3.41, 4.3.42, 4.3.43,

4.3.44, 4.3.45, 4.3.46, 4.3.47, 4.3.48, 4.3.49, 4.3.50, 4.3.51,

4.3.52, 4.3.53, 4.3.54, 4.3.55, 4.3.56, 4.3.57, 4.3.58, 4.3.59,

4.3.60, 4.3.61, 4.3.62, 4.3.65, 4.3.66, 4.3.67, 4.3.68, 4.3.69,

4.3.72, 4.3.73, 4.3.74, 4.3.75, 4.3.76, 4.3.78, 4.3.79, 4.3.80,

4.3.81, 4.3.82, 4.3.83, 4.3.84, 4.3.85, 4.3.86, 4.3.87, 4.3.89,

4.3.90, 4.3.91, 4.3.92, and 4.3.93..

Capacity Release Related Standards:

5.2.2, 5.3.5, 5.3.8, 5.3.9, 5.3.10, 5.3.11, 5.3.12, 5.3.17,

5.3.18, 5.3.19, 5.3.20, 5.3.21, 5.3.22, 5.3.23, 5.3.26, 5.3.27,

5.3.28, 5.3.29, 5.3.30, 5.3.31, 5.3.32, 5.3.33, 5.3.34, 5.3.35,

5.3.36, 5.3.37, 5.3.38, 5.3.39, 5.3.40, 5.3.41, 5.3.42, 5.3.43,

5.3.46, 5.3.47, 5.3.50, 5.3.51, 5.3.52, 5.3.53, 5.3.54, 5.4.1,

5.4.2, 5.4.3, 5.4.4, 5.4.5, 5.4.6, 5.4.7, 5.4.8, 5.4.9, 5.4.10,

5.4.11, 5.4.12, 5.4.13, 5.4.14, 5.4.15, 5.4.16, 5.4.17, 5.4.18,

5.4.19, 5.4.20, 5.4.21, 5.4.22, and 5.4.23

Internet Electronic Transport Related Standards:

10.1.1, 10.1.2, 10.1.3, 10.1.4, 10.1.5, 10.1.6, 10.1.7, 10.1.8,

10.1.9, 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, 10.2.6, 10.2.7,

10.2.8, 10.2.9, 10.2.10, 10.2.11, 10.2.12, 10.2.13, 10.2.14,

10.2.15, 10.2.16, 10.2.17, 10.2.18, 10.2.19, 10.2.20, 10.2.21,

10.2.22, 10.2.23, 10.2.24, 10.2.25, 10.2.26, 10.2.27, 10.2.28,

10.2.29, 10.2.30, 10.2.31, 10.2.32, 10.2.33, 10.2.34, 10.2.35,

10.2.36, 10.2.36, 10.2.37, 10.2.38, 10.3.1, 10.3.3, 10.3.4,

10.3.5, 10.3.6, 10.3.7, 10.3.8, 10.3.9, 10.3.10, 10.3.11,

10.3.12, 10.3.13, 10.3.14, 10.3.15, 10.3.16, 10.3.17, 10.3.18,

10.3.18, 10.3.19, 10.3.20, 10.3.21, 10.3.22, 10.3.23, 10.3.24,

and 10.3.25.


 

22. GENERAL PROVISIONS

22.1 Insurance.

Shipper shall be responsible for providing its own

insurance coverage with respect to Gas it tenders for storage

and has stored in the Freebird System.

22.2 Joint Obligations.

When Shipper under a Service Agreement consists of two or

more persons, the obligations of such persons under such

Service Agreement shall be joint and several and, except as

otherwise provided, any action provided to be taken by Shipper

shall be taken by such persons jointly.

22.3 Non-Discriminatory Waiver of Tariff Provisions

and Non-Waiver of Future Defaults.

Freebird may waive any of its rights hereunder or any

obligations of Shipper on a basis which is not unduly

discriminatory; provided that no waiver by either Shipper or

Freebird of any one or more defaults by the other in the

performance of any provisions of a Service Agreement between

Shipper and Freebird shall operate or be construed as a waiver

of any future default or defaults, whether of a like or of a

different character.

22.4 Modification.

No modification to the terms and provisions of any

Service Agreement or exhibit thereto shall be or become

effective except by the execution of a superseding Service

Agreement or exhibit thereto.

22.5 Successors in Interest.

Any company which shall succeed by purchase, merger,

consolidation or otherwise to the properties substantially as

an entirety, of Freebird or of Shipper, shall be entitled to

the rights and shall be subject to the obligations of its

predecessors in title under a Service Agreement, provided,

however, that Freebird reserves the right to evaluate and

approve the creditworthiness of Shipper’s

successor(s)-in-interest in accordance with the terms of this

Gas Tariff. In accordance with the capacity release procedures

set forth in Section 4 of the General Terms and Conditions,

Shipper may, without relieving itself of its obligations under

such Service Agreement, assign any of its rights and obligations

thereunder to another shipper, but otherwise no assignment of

such Service Agreement, or of any of the rights or obligations

thereunder, shall be made unless there first shall have been

obtained the written consent thereto of Freebird, in the event

of any assignment by Shipper, or the written consent thereto of

Shipper, in the event of an assignment by Freebird, and such

consent by Freebird or Shipper, as applicable, shall not be

unreasonably withheld. It

   
shall be reasonable for

Freebird to withhold consent if (a) Shipper requests consent to assign less

than its entire interest in a Service Agreement, or (b) the proposed assignee

does not meet Freebird's creditworthiness requirements as described in this

Gas Tariff. Notwithstanding the foregoing, Freebird may assign its rights and

obligations under a Service Agreement to an affiliate without the prior

consent of Shipper. These restrictions on assignment shall not in any way

prevent any party from pledging or mortgaging its rights under a Service

Agreement as security for its indebtedness (but never in contravention of

Freebird's liens and security interest on Shipper's Gas in storage). Any

direct or indirect assignment of Service Agreement rights by Shipper under

this Section shall be made in good faith and not for the purpose of avoiding

the requirements of the capacity release provisions of this Gas Tariff.


 

22.6 Imbalance Management Services Provided by Third Parties.

Nothing in this FERC Gas Tariff is intended to inhibit the development of or

discriminate against the use of, imbalance management services provided by

third parties or Freebird's Shippers. Any party interested in providing

imbalance management services must coordinate with

Freebird.


 

22.7 Forward Contracts; Eligible Contract Participants

Each parking transaction and loaning transaction entered into subject to this

Tariff which has a maturity date more than two Days after the date the

transaction is entered into will constitute a "forward contract" pursuant to

Section 101(25) of Title 11 of the United States Code, 11 U.S.C. §§ 101, et

seq. (as amended, the "United States Bankruptcy Code"); the Parties to such

transactions are each "forward contract merchants" within the meaning

of Section 101(26) of the United States Bankruptcy Code; and the payments made

to each Party with respect to such transactions constitute "settlement

payments" within the meaning of Section 101(51A) of the United States

Bankruptcy Code. To the extent any transaction under any Service Agreement is

deemed to be a forward contract, each Party shall be deemed to represent at

the time it enters into such transaction that it is an "eligible contract

participant," as defined in the Commodity Exchange Act, 7 U.S.C. § 1a(12).

Notwithstanding the other terms of this Section 22.7 or any other section of

this Tariff, this Tariff shall at all times be construed consistently with the

United States Bankruptcy Code, provided that if any aspect of this Tariff is

deemed to be inconsistent with the United States Bankruptcy Code, it may be

reformed to the extent necessary to make it fully consistent with the United

States Bankruptcy Code. To the extent that both Freebird and/or its

customer(s) are not in bankruptcy, Freebird does not intend for this

provision to override the Commission's regulations and policies.


 

22.8 Severability

If any provision of any Service Agreement is declared null and void, or

voidable, by a regulatory body or court of competent jurisdiction, then that

provision will be considered severable at either Party's option; and if the

severability option is exercised, the remaining provisions of the Service

Agreement shall remain in full force and effect.


 

23. TERMINATION FOR DEFAULT

23.1 Delivery and Receipt Defaults. Except as set forth in Section 23.2

below, Delivery Defaults and Receipt Defaults by either Party shall be

addressed in the manner set forth in Section 8.8 of this

Tariff.


 

23.2 Event of Default. The occurrence at any time with respect to a Party of

any of the following events shall constitute an event of default ("Event of

Default") with respect to such Party:- (A) The Party

   
or its Credit Support

Provider shall be the subject of a Bankruptcy, as defined in Section 23.7

below; (B) the Party shall fail to perform any material covenant or obligation

imposed upon it under a Service Agreement (or in the case of Delivery Defaults

or Receipt Defaults, the Defaulting Party commits several such defaults of a

repetitive, consistent and on-going basis, and, as a result of such defaults,

the other Party’s benefit of the bargain under a Service Agreement is

materially diminished in the Non-Defaulting Party’s reasonable judgment); or

(C) the Party’s Credit Support Provider shall fail to perform any material

covenant or obligation imposed upon it under any credit support agreement

provided pursuant to a Service Agreement.


 

23.3 Termination of Service. If at any time an Event of Default with respect

to a Party ("Defaulting Party") has occurred and is continuing, the other

Party ("Non-Defaulting Party") may, at its option, terminate all Service

Agreements (except Hub Service Agreements for which the "Beginning Date of

Service" has already occurred, for which the Defaulting Party will be allowed

to offer adequate assurance of performance, with the adequacy of such

assurance being determined by the Non-Defaulting Party in its reasonable

discretion, provided that if the Defaulting Party fails to provide adequate

assurance of performance, the Non-Defaulting Party may (but will not be

required to) then terminate such contracts) by proceeding as follows: (a) the

Non-Defaulting Party shall provide written notice (by electronic mail and/or

facsimile, promptly followed by courier or overnight mail) to the Defaulting

Party stating specifically the cause for terminating the Service Agreement(s)

and declaring it to be the intention of the Non-Defaulting Party to terminate

the same on a designated date not earlier than thirty (30) days thereafter

(the "Early Termination Date"); thereupon the Defaulting Party shall have

thirty (30) days after receipt of such notice to remedy or remove the cause or

causes stated in the notice, and if within the thirty-day period the

Defaulting Party does so remove and remedy said cause or causes and fully

indemnifies the Non-Defaulting Party for any and all consequences of such

Event of Default, by good and sufficient means acceptable to the

Non-Defaulting Party, on or before the Early Termination Date, then such

notice shall be withdrawn and the Service Agreement shall continue in full

force and effect; (b) in case the Defaulting Party does not remedy and remove

the cause or causes and does not indemnify the Non-Defaulting Party for any

and all consequences of such Event of Default within the thirty-day period,

then, after any necessary notice to regulatory bodies having jurisdiction

(which notice may be given at the same time as the termination notice to

Defaulting Party), the Service Agreement shall be terminated as of the Early

Termination Date, provided that notice of termination has not been withdrawn

prior thereto, with such termination being effectuated pursuant to the further

terms of these General Terms and Conditions; (c) if termination occurs

pursuant to subsection (b) above, all Service Agreements (except currently

performing Hub Services Agreements, as set forth above) between Shipper and

Freebird then outstanding will be subject to termination as of the Early

Termination Date (i.e., there will be no "cherry-picking") in accordance with

the further provisions of this Section 23; and (d) any termination of such

Service Agreement(s) pursuant to the provisions of this Section shall be

without prejudice to the right of Freebird to collect any amounts then due to

it for services rendered prior to the time of termination, and shall be without

prejudice to the right of Shipper to

receive any service for which it has paid and is entitled but has not received

prior to the time of termination, and without waiver of any remedy, at law or

in equity, to which the Non-Defaulting Party may be otherwise entitled,

including, without limitation, the right to off-set any amount owing by the

Defaulting Party to the Non-Defaulting Party under the Service Agreement(s)

against any amount owing by the Non-Defaulting Party to the Defaulting Party

under the Service Agreement(s) or under any other agreement.


 

23.4 Suspension of Service. Prior to a termination for Event of Default, upon

written notice detailing Freebird’s reasons for suspension, Freebird may

suspend service to any Shipper who fails to comply with the terms of a Service

Agreement. Freebird’s failure to invoke its rights to suspend or terminate

service at any time shall not be construed as a waiver of Freebird’s right to

suspend or terminate service at any other time Shipper is in breach of the

terms of a Service Agreement. During any period of

   
suspension and following

any termination of service, Freebird shall not charge Shipper reservation

charges. At Freebird's option, a termination notice given pursuant to Section

23.3 above may also serve as a notice of immediate suspension under this

Section.


 

23.5 Notwithstanding, and in addition to but not in limitation of, any other

provision in this Gas Tariff or any Service Agreement, if at any time an Event

of Default by Shipper has occurred and is continuing, Freebird shall have the

right to exercise its rights and remedies in respect of any Performance

Assurance provided by Shipper and exercise its rights and remedies in respect

of any lien or security interest in accordance with state law held by

Freebird on Gas stored in the Storage Facility for Shipper's account,

and to apply the proceeds of the private sale of such Gas to satisfy

any amounts owing by Shipper to Freebird under any Service Agreement.

Freebird's termination notice rendered in accordance with these General

Terms and Conditions shall be deemed sufficient notice for all purposes,

including, without limitation, for Articles 7 and 9 of the Code of

Alabama or any other version of the Uniform Commercial Code (or similar

law) as adopted in any relevant jurisdiction.


 

23.6 Early Termination. If an Event of Default by a Defaulting Party is not

remedied on or before the Early Termination Date and results in the

Non-Defaulting Party's election to terminate Service Agreements pursuant to

Section 23.3 above, the Defaulting Party, by its failure to remedy the Event

of Default, shall be deemed to have consented to such termination of service.

If Freebird is the Non-Defaulting Party, it will notify the FERC of such

termination of service at least thirty (30) days prior to the Early

Termination Date and all of Shipper's service rights may be terminated on the

Early Termination Date and any payment obligations for services not rendered

after the Early Termination Date will likewise be terminated. Freebird will

have the right to sell any terminated service to a third party as of the Early

Termination Date. Shipper will remain liable for all such obligations

accruing up to and including the Early Termination Date. Termination of

Service Agreements shall be effectuated as follows:


 

(a) The termination will occur on the Early Termination Date. All Service

Agreements then outstanding (except currently performing Hub Services

Agreements, as set forth above) will be terminated as of the Early Termination

Date in accordance with these termination provisions and, except as otherwise

provided in this Section 23.6, no further injections or withdrawals of Gas

shall thereafter be made under such terminated Service Agreements.


 

(b) With regard to Shipper's Storage Inventory in the Storage Facility:

(i) If Shipper is the Defaulting Party, Shipper shall not have any nomination

rights for the withdrawal of the Net Termination Balance and

redelivery of such Gas shall be pursuant to Section 23.6(b)(ii) below; but, if

Freebird is the Defaulting Party, Shipper shall have nomination rights for the

withdrawal of the Net Termination Balance, which shall be restricted only by

the terms of the relevant Service Agreement(s) if the service is FSS, but

which shall be subject to Section 23.6(b)(ii) below for all interruptible

services.


 

(ii) All withdrawals of Shipper's Gas shall be subject to the maximum daily

and hourly withdrawal limits set forth in the relevant FSS Service

Agreement(s), as well as all provisions of this Gas Tariff, and Freebird shall

use its best efforts to deliver to Shipper its Storage Inventory on such Days

and in such quantities as, in Freebird's reasonable determination, there

exists Interruptible withdrawal capacity

   
       to accommodate such deliveries. Nominations by other non-defaulting Shippers

will have priority over nominations by defaulting Shippers.


 

(c) The Current Value (as defined below) of each terminated Service Agreement

shall be calculated as of the Early Termination Date, and a settlement payment

in an amount equal to the absolute value of the Current Value of each Service

Agreement shall be payable (i) by the Non-Defaulting Party to the Defaulting

Party if the Current Value is negative or (ii) by the Defaulting Party to the

Non-Defaulting Party if the Current Value is positive, as applicable.


 


 

(d) The Current Values of all terminated Service Agreements shall be set off

or aggregated, as appropriate, so that all such amounts are aggregated and/or

netted to a single liquidated amount (the "Termination Amount") payable by one

Party to the other. Freebird shall give Shipper notice (the "Termination

Amount Notice") of the Termination Amount, including a statement showing its

calculation, together with the following additional amounts, if any, but

without duplication (such Termination Amount, together with the following

additional amounts, the "Net Termination Amount"):


 

(i) Any Unpaid Amounts owing by one Party to the other Party; and

(ii) all reasonable out-of-pocket expenses including, without limitation,

legal fees incurred by the Non-Defaulting Party by reason of the enforcement

and protection of its rights under the terminated Service

Agreements.


 

(e) No further payments, deliveries, or services under the terminated Service

Agreements will thereafter be required, except with regard to obligations

accruing before the Early Termination Date if not already included in Net

Termination Amount, including, without limitation, a Shipper’s obligation to

return Gas loaned to it under a Service Agreement for ILS service if the

Service Agreement transaction period is over but the Shipper has not yet

returned the Gas to Freebird or Freebird’s obligation to return Gas parked in

the Storage Facility under a Service Agreement for IPS service if the Service

Agreement transaction period is over but Freebird has not yet returned the Gas

to Shipper.


 

(f) The Net Termination Amount shall be paid by the close of business on the

second (2d) Business Day following the Early Termination

Date.


 

23.7 Definitions.

"Bankruptcy" of a Party means that such Party, or any current Credit Support

Provider of such Party: (1) is dissolved (other than pursuant to a

consolidation, amalgamation or merger); (2) becomes insolvent or is unable to

pay its debts as they become due; (3) makes a general assignment or

arrangement for the benefit of its creditors; (4) institutes or has instituted

against it a proceeding seeking a judgment of insolvency or bankruptcy or any

other relief under any bankruptcy or insolvency law or similar law affecting

creditors’ rights, or a petition is presented for its winding-up or

liquidation, and such proceeding or petition either (I) results in a judgment

of insolvency or bankruptcy or the entry of an order for relief or the making

of an order for its winding-up or liquidation or (II) is not dismissed,

discharged, stayed or restrained in each case within 15 days of such

institution or presentation; (5) seeks or becomes subject to the appointment

of an administrator, conservator, receiver, trustee, custodian or other

similar official for it or for all or substantially all its assets; (6) causes

or is subject to any event with respect to it which, under the applicable laws

of any jurisdiction, has an analogous effect to any of the events specified in

clauses (1) to

(5) above; or (7) takes any action in furtherance of, or

indicating its consent to, approval of, or acquiescence in, any of the

foregoing acts.


 

"Current Value" means, with respect to a terminated Service Agreement and the

Non-Defaulting Party, an amount determined on the basis of quotations from

Reference Market-makers. The Current Value of each terminated Service

Agreement will be the amount, if any, that would be paid to the Non-Defaulting

Party (expressed as a negative number) or by the Non-Defaulting Party

(expressed as a positive number) in consideration of an agreement between the

Non-Defaulting Party and a Reference Market-maker to enter into a transaction

that would have the effect of preserving for the Non-Defaulting Party the

economic equivalent of any payment, delivery, or service under the Service

Agreement that would, but for the occurrence of the early termination on the

Early Termination Date, have been required of the Parties after that date (but

not including Unpaid Amounts in respect of the terminated Service Agreement).

The Non-Defaulting Party will request such quotation from three (3) Reference

Market-makers and will request that each Reference Market-maker provide its

quotation to the extent reasonably practicable as of the same day and time

(without regard to different time zones) on or as soon as reasonably

practicable after the Early Termination Date. The market quotation used in

determining the Current Value will be the quotation remaining after

disregarding the highest and lowest quotations; for this purpose, if more than

one quotation has the same highest value or lowest value, then one of such

quotations shall be disregarded. If the Non-Defaulting Party cannot, after

using its best efforts, obtain three quotations as provided above, two such

quotations may be used and the Current Value will be the average of the two

quotations. If no such quotations are available, the Current Value with

respect to such Service Agreement shall be based on the Non-Defaulting Party’s

Loss as of the Early Termination Date. The Non-Defaulting Party will cause

all market quotations to be documented by the Reference Market-maker and will

make all such documentation available for review by the Defaulting Party.


 

"Loss" means, with respect to one or more terminated Service Agreements and

the Non-Defaulting Party, the amount that the Non-Defaulting Party reasonably

determines in good faith to be its total losses and costs (or gain, which is

expressed as a negative number) in connection with the terminated Service

Agreement(s) (but not including any loss related to any hedge or related

trading position).


 

"Reference Market-maker" means a third-party gas storage service provider or

leading dealer in the natural gas futures and/or forward contract market which

is ready, willing and able to enter into a service transaction with terms

substantially the same as the terminated transaction (i.e., with regard to

injection rate, withdrawal rate, maximum inventory, demand and commodity

charges, length of term of service, and the service beginning and ending

dates) and which is selected in good faith by the Non-Defaulting

Party from among storage service providers and/or dealers of the highest

credit standing which satisfies all the criteria that the Non-Defaulting Party

applies generally when deciding whether to make an extension of credit.


 


 

"Unpaid Amounts" owing to a Party means, with respect to the Early Termination

Date and in respect of all terminated Service Agreements, the amounts that

became payable (or that would have become payable but for the legal or

equitable right of a Party to not pay as a result of a default by the other

Party) (whether or not such amounts are yet invoiced or overdue) on or prior

to the Early Termination Date and which remain unpaid as of such Early

Termination Date.


 

23.8 Insufficient Proceeds. In the event Shipper’s Gas in the Storage

Facility is liquidated and the proceeds therefrom are insufficient to satisfy

all outstanding payment obligations due to Freebird under the terminated

Service Agreements, Shipper will remain liable for all such outstanding and

unsatisfied

obligations that exceed the proceeds of such liquidation,

including interest thereon, and Freebird shall be entitled to pursue all other

remedies available to it at law or in equity to secure the satisfaction of

such obligations.


 

23.9 No Waiver of Other Rights. Each Party’s rights under this Section 23 are

in addition to, and not in limitation or exclusion of, any and all other

rights that a Party may have (whether by agreement, operation of law, or

otherwise).

24. SHIPPER TERMINATION OPTION

Shipper shall have the right, subject to the terms of this Section 24, at any

time and from time to time to terminate one or more Hub Service Agreements

then outstanding (each, a "Designated Service Agreement") by providing written

notice to Freebird and establishing an early termination date, which date

shall be the first Day of the Month immediately following delivery of such

written notice (the "Shipper Early Termination Date"). Shipper’s right to

terminate a Designated Service Agreement is conditioned on the following: (1)

the "Beginning Date of Service" under the Designated Service Agreement having

not yet occurred, and (2) Freebird and Shipper agreeing to the terms of a

settlement payment ("Settlement Payment") for such Designated Service

Agreement that results in Freebird being financially indifferent to the

termination of such Service Agreement, as determined by Freebird in its sole

but reasonable discretion (with "financially indifferent" meaning to preserve

for Freebird the economic equivalent of any payment, delivery, or service

under the Designated Service Agreement that would, but for the occurrence of

the early termination, have been required of the Parties after the early

termination). In addition to the Settlement Payment, Shipper shall owe to

Freebird a surcharge equal to $0.05 per Dth of MSQ, MPQ, or MLQ, as

applicable, in respect of the Designated Service Agreement, to defer the costs

of Freebird’s administration and execution risk associated with the

termination and re-trading of the service agreement ("Surcharge"). If Shipper

designates a Shipper Early Termination Date and all conditions stated above

are met, each Designated Service Agreement shall be terminated as of the

Shipper Early Termination Date. If Shipper desires to terminate one or more

Designated Service Agreements on the same Shipper Early Termination Date,

Settlement Payments may be netted or aggregated, as appropriate, to a single

final amount payable by one Party to the other Party (the "Final Settlement

Payment"), and the Surcharge may also be netted or aggregated, as appropriate,

into, and become part of, the Final Settlement Payment. Freebird shall

deliver to Shipper a statement indicating the Final Settlement Payment,

together with supporting calculations, and the Party owing such Final

Settlement Payment shall pay such amount before 5 p.m. CCT on the second

(2nd) Business Day following the delivery of such statement to Shipper.


 

25. POLICY WITH RESPECT TO FEES AND CONSTRUCTION OF NEW FACILITIES

25.1 Except as provided in Section 25.2 herein, Shipper shall reimburse

Freebird: (a) for the costs of any facilities installed by Freebird at

Shipper’s request to receive, measure, store or deliver Gas for Shipper’s

account; and (b) for any and all filing costs and approval fees required in

connection with Shipper’s Service Agreement that Freebird is obligated to pay

to the Commission or any other governmental authority having jurisdiction.

Any reimbursement due Freebird by Shipper pursuant to this Section 25.1 shall

be due and payable to Freebird within ten (10) days of receipt by Shipper of

Freebird’s bill(s) for same; provided, however, subject to Freebird’s consent,

such reimbursement, plus carrying charges thereon, may

be amortized over a mutually agreeable period not to extend beyond the primary

contract term of the Service Agreement between Freebird and Shipper. Carrying

charges shall be computed utilizing interest factors acceptable to both

Freebird and Shipper.


 

25.2 Freebird may waive from time to time, at its discretion, all or a portion

of the facility cost reimbursement requirement set forth in Section 25.1 for

Rate Schedule FSS, ISS, IPS and ILS if the Shipper provides Freebird with

adequate assurances of storage quantities to make construction of the

facilities economical to Freebird. All requests for waiver shall be handled

by Freebird in a manner which is not unduly discriminatory. For purposes of

determining whether a project is economical, Freebird will evaluate projects

on the basis of various economic criteria, which will include the

estimated storage quantities, cost of the facilities, operating and

maintenance as well as administrative and general expenses attributable to the

facilities, the revenue Freebird estimates will be generated as a result of

such construction, and the availability of capital funds on terms and

conditions acceptable to Freebird. In estimating the revenues to be

generated, Freebird will evaluate the existence of capacity limitations

downstream of the facilities, the marketability of the capacity, the

Interruptible versus the Firm nature of the service, and other similar factors

which impact whether the available capacity will actually be utilized.


 

26. OFF-SYSTEM PIPELINE CAPACITY

From time to time, consistent with FERC policy, Freebird may enter into

transportation and/or storage agreements with other interstate or intrastate

pipeline companies ("off-system pipeline"). In the event that Freebird

acquires capacity on an off-system pipeline, Freebird will use such capacity

for operational reasons to transport gas which will not physically or

contractually enter its storage facility and will only render service to

Shippers on the acquired capacity pursuant to Freebird’s FERC Gas Tariff and

subject to Commission-approved rates, as such tariff and rates may change from

time to time. For purposes of transactions entered into subject to this

Section 2, the "shipper must have title" requirement is waived.


 

27. INTERNET WEB SITE

27.1 Internet Web Site. Freebird has established and shall operate and make

available to Shippers and other third parties, as set forth below, an Internet

Web Site, and a password-accessible section of the Internet Web Site

(hereinafter referred to as the "PAS System"). The PAS System shall be

interactive and the Internet Web Site and/or PAS System shall contain relevant

informational posting requirements.


 

27.2 PAS System.

(a) Freebird has established the interactive PAS System on its Internet Web

Site, for use by any PAS System Subscriber. The PAS System will be available

on a nondiscriminatory basis to any entity (hereinafter referred to as a "PAS

System Subscriber") that has (a) executed a valid Service Agreement with

Freebird which is currently effective, (b) been assigned a user identification

and password and (c) agreed to comply with the procedures for access to the

PAS System and the procedures for use of the PAS System. Freebird reserves

the right to provide enhancements to the PAS System at its sole discretion;

provided however, that all such enhancements when fully operational shall be

provided to all PAS System

Subscribers. Freebird will exercise due diligence

to ensure the PAS System operates correctly and will provide timely and equal

access to any information available on the PAS System.


 

(b) The PAS System provides on-line help, offers a search function that

permits a PAS System Subscriber to locate information, and permits a PAS

System Subscriber to electronically download transaction file(s) from the PAS

System and to split extremely large documents into smaller files prior to such

download. Freebird shall maintain and retain daily back- up records of the

information displayed on the PAS System for three (3) years and permit a PAS

System Subscriber to review those records. Completed transactions will remain

on the PAS System for at least ninety (90) days after completion and will then

be archived. Archived information is available from Freebird

within a reasonable period of time after receipt of Shipper’s request for such

information. Information on the most recent entries will appear ahead of

older information.


 

(c) Shippers’ notices pursuant to Section 4 of the General Terms and

Conditions shall be submitted electronically and, in addition, posted

electronically by the Shipper via the PAS System. In addition, a PAS System

Subscriber has the option to utilize the PAS System for the purposes

of:


 

(1) requesting service under Freebird’s Rate Schedules;

(2) executing, tracking and amending Service Agreements under Freebird’s Rate

Schedules;


 

(3) providing nominations and viewing allocations and operational imbalances

under all Rate Schedules as a Shipper of Freebird pursuant to the applicable

Rate Schedule and the General Terms and Conditions;


 

(4) exercising its rights as a Shipper of Freebird pursuant to Section 4 of

the General Terms and Conditions or submitting a bid as a Replacement Shipper

or Prearranged Shipper of Freebird pursuant to such Section, or posting a

request for capacity release pursuant to such Section;


 

(5) viewing and downloading operational data for any Gas Day on the second

subsequent Gas Day;


 

(6) such other functions as may be available on the PAS System from time to

time; and


 

(7) when necessary, Freebird will post on the PAS System and the Internet Web

Site, as appropriate, available information about the imbalance and overrun

status of each Shipper and the Freebird System.


 

27.3 Public Information. Freebird has established an Internet Web Site for

use by any interested party. The Internet Web Site shall display

non-proprietary information and any information that Freebird is required by

this FERC Gas Tariff and/or Commission regulations to make available to the

general public. The Internet Web Site provides menus that permit any party

to: (a) separately access notices of available capacity, each record in the

storage request log, and standards of conduct information; (b) view Freebird’s

notice of an Operational Flow Order as contemplated by Section 5.5 of the

General Terms and Conditions; and (c) download the posted information.

Freebird shall maintain and retain back-up records of the information

displayed on the Internet Web Site for three (3) years and shall permit any

party to review these records. Posted information will be displayed on the

Internet Web Site for at least ninety (90) days and will then be archived.

Archived information is available from Freebird within a reasonable period of

time after

receipt of a request for such information. Information on the most

recent entries will appear ahead of older information.


 

27.4 Freebird shall post at least four times a day on the Internet Web Site

information relevant to the availability of Firm and Interruptible capacity in

its System. The PAS System and the Internet Web Site will note whether the

capacity is available from Freebird directly or through Freebird’s capacity

release mechanism as set

forth in Section 4 of the General Terms and Conditions. The PAS System and

the Internet Web Site shall provide the best available information about

imbalances on a daily basis. The PAS System and the Internet Web site shall

also include information allowed or required to be posted thereon by other

provisions of this FERC Gas Tariff including Section 4, information which

Freebird is required to post pursuant to the Commission’s regulations, or

other information Freebird chooses to post in furtherance of the operation of

its System.


 

27.5 Electronic Notification. For generic, system-wide notices, any

provisions of this FERC Gas Tariff requiring that these matters be written or

in writing are satisfied by Freebird utilizing electronic transmission through

the Internet Web Site or PAS System in accordance with the procedures for

utilization of the PAS System. Critical Notices will be in a separate

category from notices that are not critical. The provisions of this FERC Gas

Tariff requiring that certain matters be written or in writing are satisfied

by Shipper utilizing electronic transmission through the Internet Web Site or

PAS System in accordance with the procedures for utilization of the PAS

System. All other provisions, including Service Agreement-specific notices,

requiring items or information to be written or in writing remain unchanged

unless otherwise agreed by Freebird and Shipper. Freebird will use electronic

mail (e-mail) in order to facilitate certain notifications to Shippers as

required by this FERC Gas Tariff; Shipper shall provide Freebird with at last

one e-mail address to which these notifications can be sent, and shall be

responsible for updating such information as necessary. In addition to the

requirement specified in Section 5 of these General Terms and Conditions to

post notices on the Internet Web Site, Freebird shall provide such

notifications via e-mail communication to those Shippers that have provided

such e-mail address information and have requested, via the PAS System, e-

mail notification of Critical Notices issued by Freebird.


 

27.6 Liability.

(a) Freebird shall not be liable to the PAS System Subscriber or Internet Web

Site user nor any other party for damages for any act, omission or

circumstance related to the PAS System or the Internet Web Site occasioned by

or in consequence of any event of Force Majeure as defined in Section 15 of

these General Terms and Conditions. To the extent the information displayed

on the PAS System or the Internet Web Site is originated solely by Freebird

and such information is subsequently determined to be inaccurate, the PAS

System Subscriber or the Internet Web Site user shall not be subject to any

penalties otherwise collectible by Freebird based on Shipper conduct

attributable to such inaccuracy during the period the inaccurate information

was displayed on the PAS System or the Internet Web Site.


 

(b) PAS System Subscriber shall defend, indemnify and hold harmless Freebird

from and against any and all claims, demands and/or actions, and any and all

resulting loss, costs, damages, and/or expenses (including court costs and

reasonable attorney’s fees) of any nature whatsoever, that may be asserted

against or imposed upon Freebird by any party as a result of the unauthorized

or otherwise improper use of any user identification and/or password issued to

or by a PAS System Subscriber or any other unauthorized or improper use of the

PAS System by any PAS System Subscriber unless such improper use is the result

of Freebird’s negligence or willful misconduct, including, but not limited to,

distribution of

user identifications or passwords to persons that are not

employed by, or agents or affiliates of, a PAS System

Subscriber.


 

27.7 Freebird warrants that, without the express consent of the PAS System

Subscriber or as provided for in Section 4 of the General Terms and

Conditions, no Freebird employee or agent will disclose to any third party any

information regarding research performed through the use of the PAS System by

the PAS System Subscriber.

SHEET NOS. [158 – 199] ARE RESERVED FOR FUTURE USE.

   
FORM OF SERVICE AGREEMENT FOR

FIRM STORAGE SERVICE AGREEMENT

(For Use Under Rate Schedule FSS)

Service Agreement between Freebird Gas Storage, LLC ("Freebird") and Shipper

Shipper Full Legal Name ______________________ Agreement Date _______________

Agreement Number ______________________________

This Agreement is made between Freebird and Shipper, who hereby agree upon

the terms of Freebird’s services, at the rates and on the terms and conditions

provided herein. This Agreement is subject to the terms of Freebird's Gas

Tariff on file with the FERC (as revised from time to time, the "Tariff"),

including without limitation, the applicable Rate Schedule, such Tariff terms

being incorporated herein by reference. In the event of a conflict between

this Agreement and the Tariff, the Tariff will control.


 

1. SERVICE: Firm Storage Service under Rate Schedule FSS

2. TRANSACTION PERIOD: Beginning Date: 9:00 a.m. CT on ____________

Ending Date: 9:00 a.m. CT on ____________

3. QUANTITIES:

MDIQ: ______ Dth per Day, Begin 9:00a.m.CT on ______,End 9:00a.m.CT on ______

MDWQ: ______ Dth per Day, Begin 9:00a.m.CT on ______,End 9:00a.m.CT on ______

MSQ: _____________ Dth

Freebird is not obligated to receive Gas for injection on an hourly basis, or

tender Gas for withdrawal on an hourly basis, at rates of flow in excess of

1/24 of Shipper’s MDIQ or MDWQ, respectively.

4. SERVICE FEES:

Storage Reservation Charge (determined by MSQ): $_________ /Dth/Month

Commodity Rate:

Storage Injection __________ per Dth, plus ________ percent per Dth for Fuel

Storage Withdrawal _________ per Dth, plus ________ percent per Dth for Fuel

Overrun Injection __________ per Dth, plus ________ percent per Dth for Fuel

Overrun Withdrawal _________ per Dth, plus ________ percent per Dth for Fuel

Title Transfer Fee, if applicable __________

Shipper agrees to pay Freebird all charges as described in the FSS 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 FREEBIRD PURSUANT TO ALA. CODE § 7-7-101, ET SEQ., OR ANY

OTHER LAW, SHIPPER GRANTS TO AND IN FAVOR OF FREEBIRD A SECURITY INTEREST IN

SHIPPER’S STORAGE INVENTORY

(WHETHER DELIVERED TO FREEBIRD 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 SHIPPER TO FREEBIRD. SUCH

SECURITY INTEREST SHALL BE A FIRST PRIORITY SECURITY INTEREST AND SHIPPER

SHALL CAUSE ALL OTHER HOLDERS OF A SECURITY INTEREST IN SUCH STORAGE INVENTORY

TO DELIVER TO FREEBIRD AN ACKNOWLEDGEMENT (SATISFACTORY TO FREEBIRD IN ITS

REASONABLE DISCRETION) THAT FREEBIRD’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 Freebird and Shipper. 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 ALABAMA, EXCLUDING CONFLICTS-OF-LAW RULES THAT MIGHT GIVE REFERENCE

TO THE LAWS OF ANOTHER JURISDICTION.

9. PROCEDURES: If the foregoing accurately reflects Shipper’s understanding

of the terms of the transaction agreed to by Shipper and Freebird, Shipper

shall sign and return this Agreement to Freebird. If any changes are required

to reflect Shipper’s understanding, Shipper must notify Freebird in writing of

the changes required to reflect Shipper’s understanding. If Shipper fails to

notify Freebird in writing of such changes, the terms herein shall, in

accordance with Section 3.2 of the Tariff, be deemed for all purposes to

correctly set forth the terms of the transaction agreed to by Freebird and

Shipper.


 

Sign and fax this Agreement within 3 days to:

Priscilla Hamic, Freebird Gas Storage, LLC, Fax 281-374-3088

   
Nominations/ Notices hereunder via Freebird website and phone: T. Van Matre:

713-857-6521, C. Crofton: 281-451-2188


 


 

FREEBIRD GAS STORAGE, LLC

By: Enstor Operating Company, LLC, its Manager

By:

Name: Patrick DeVille

Title: Vice President - Marketing

Notice Address: Pat Deville, V.P. Marketing

20333 State Hwy 249, Suite 400

Houston, TX 77070

Fax: 281-374-3088


 

SHIPPER: ______________________________

By: ___________________________________

Name: _________________________________

Title: ________________________________

Notice Address: _______________________

_______________________________________

_______________________________________

_______________________________________

   
FORM OF SERVICE AGREEMENT FOR

INTERRUPTIBLE STORAGE SERVICE AGREEMENT

(For Use Under Rate Schedule ISS)


 

Service Agreement between Freebird Gas Storage, LLC ("Freebird") and Shipper

Shipper Full Legal Name ______________________ Agreement Date _______________

Agreement Number ______________________________

This Agreement is made between Freebird and Shipper, who hereby agree upon

the terms of Freebird’s services, at the rates and on the terms and conditions

provided herein. This Agreement is subject to the terms of Freebird's Gas

Tariff on file with the FERC (as revised from time to time, the "Tariff"),

including without limitation, the applicable Rate Schedule, such Tariff terms

being incorporated herein by reference. In the event of a conflict between

this Agreement and the Tariff, the Tariff will control.

1. SERVICE: Firm Storage Service under Rate Schedule FSS

2. TRANSACTION PERIOD: Beginning Date: 9:00 a.m. CT on ____________

Ending Date: 9:00 a.m. CT on ____________

3. QUANTITIES:

MDIQ: ______ Dth per Day, Begin 9:00a.m.CT on ______,End 9:00a.m.CT on ______

MDWQ: ______ Dth per Day, Begin 9:00a.m.CT on ______,End 9:00a.m.CT on ______

MSQ: _____________ Dth

Freebird is not obligated to receive Gas for injection on an hourly basis, or

tender Gas for withdrawal on an hourly basis, at rates of flow in excess of

1/24 of Shipper’s MDIQ or MDWQ, respectively.

4. SERVICE FEES:

Storage Reservation Charge (determined by MSQ): $_________ /Dth/Month

Commodity Rate:

Storage Injection __________ per Dth, plus ________ percent per Dth for Fuel

Storage Withdrawal _________ per Dth, plus ________ percent per Dth for Fuel

Overrun Injection __________ per Dth, plus ________ percent per Dth for Fuel

Overrun Withdrawal _________ per Dth, plus ________ percent per Dth for Fuel

Title Transfer Fee, if applicable __________

Shipper agrees to pay Freebird all charges as described in the FSS 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 FREEBIRD PURSUANT TO ALA. CODE § 7-7-101, ET SEQ., OR ANY

OTHER LAW, SHIPPER GRANTS TO AND IN FAVOR OF FREEBIRD A SECURITY INTEREST IN

SHIPPER’S STORAGE INVENTORY (WHETHER DELIVERED TO FREEBIRD 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 SHIPPER TO FREEBIRD. SUCH SECURITY INTEREST SHALL BE A FIRST PRIORITY

SECURITY INTEREST AND SHIPPER SHALL CAUSE ALL OTHER HOLDERS OF A SECURITY

INTEREST IN SUCH STORAGE INVENTORY TO DELIVER TO FREEBIRD AN ACKNOWLEDGEMENT

(SATISFACTORY TO FREEBIRD IN ITS REASONABLE DISCRETION) THAT FREEBIRD’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 Freebird and Shipper. 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 ALABAMA, EXCLUDING CONFLICTS-OF-LAW RULES THAT MIGHT GIVE REFERENCE

TO THE LAWS OF ANOTHER JURISDICTION.

9. PROCEDURES: If the foregoing accurately reflects Shipper’s understanding

of the terms of the transaction agreed to by Shipper and Freebird, Shipper

shall sign and return this Agreement to Freebird. If any changes are required

to reflect Shipper’s understanding, Shipper must notify Freebird in writing of

the changes required to reflect Shipper’s understanding. If Shipper fails to

notify Freebird in writing of such changes, the terms herein shall, in

accordance with Section 3.2 of the Tariff, be deemed for all purposes to

correctly set forth the terms of the transaction agreed to by Freebird and

Shipper.

Sign and fax this Agreement within 3 days to:

Priscilla Hamic, Freebird Gas Storage, LLC, Fax 281-374-3088

   
    Nominations/ Notices hereunder via Freebird website and phone: T. Van Matre:

713-857-6521, C. Crofton: 281-451-2188


 


 

FREEBIRD GAS STORAGE, LLC

By: Enstor Operating Company, LLC, its Manager

By:

Name: Patrick DeVille

Title: Vice President - Marketing

Notice Address: Pat Deville, V.P. Marketing

20333 State Hwy 249, Suite 400

Houston, TX 77070

Fax: 281-374-3088


 

SHIPPER: ______________________________

By: ___________________________________

Name: _________________________________

Title: ________________________________

Notice Address: _______________________

_______________________________________

_______________________________________

_______________________________________

   
FORM OF SERVICE AGREEMENT FOR

HUB SERVICES AGREEMENT

(For Use Under Rate Schedule IPS)

Service Agreement between Freebird Gas Storage, LLC ("Freebird") and Shipper

Shipper Full Legal Name ______________________ Agreement Date _______________

Agreement Number ______________________________

This Agreement is made between Freebird and Shipper, who hereby agree upon

the terms of Freebird’s services, at the rates and on the terms and conditions

provided herein. This Agreement is subject to the terms of Freebird's Gas

Tariff on file with the FERC (as revised from time to time, the "Tariff"),

including without limitation, the applicable Rate Schedule, such Tariff terms

being incorporated herein by reference. In the event of a conflict between

this Agreement and the Tariff, the Tariff will control.

1. SERVICE: Firm Storage Service under Rate Schedule FSS

2. TRANSACTION PERIOD: Beginning Date: 9:00 a.m. CT on ____________

Ending Date: 9:00 a.m. CT on ____________

3. QUANTITIES:

MDIQ: ______ Dth per Day, Begin 9:00a.m.CT on ______,End 9:00a.m.CT on ______

MDWQ: ______ Dth per Day, Begin 9:00a.m.CT on ______,End 9:00a.m.CT on ______

MSQ: _____________ Dth

Freebird is not obligated to receive Gas for injection on an hourly basis, or

tender Gas for withdrawal on an hourly basis, at rates of flow in excess of

1/24 of Shipper’s MDIQ or MDWQ, respectively.

4. SERVICE FEES:

Storage Reservation Charge (determined by MSQ): $_________ /Dth/Month

Commodity Rate:

Storage Injection __________ per Dth, plus ________ percent per Dth for Fuel

Storage Withdrawal _________ per Dth, plus ________ percent per Dth for Fuel

Overrun Injection __________ per Dth, plus ________ percent per Dth for Fuel

Overrun Withdrawal _________ per Dth, plus ________ percent per Dth for Fuel

Title Transfer Fee, if applicable __________

Shipper agrees to pay Freebird all charges as described in the FSS 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 FREEBIRD PURSUANT TO ALA. CODE § 7-7-101, ET SEQ., OR ANY

OTHER LAW, SHIPPER GRANTS TO AND IN FAVOR OF FREEBIRD A SECURITY INTEREST IN

SHIPPER’S STORAGE INVENTORY (WHETHER DELIVERED TO FREEBIRD 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 SHIPPER TO FREEBIRD. SUCH SECURITY INTEREST SHALL BE A FIRST PRIORITY

SECURITY INTEREST AND SHIPPER SHALL CAUSE ALL OTHER HOLDERS OF A SECURITY

INTEREST IN SUCH STORAGE INVENTORY TO DELIVER TO FREEBIRD AN ACKNOWLEDGEMENT

(SATISFACTORY TO FREEBIRD IN ITS REASONABLE DISCRETION) THAT FREEBIRD’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 Freebird and Shipper. 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 ALABAMA, EXCLUDING CONFLICTS-OF-LAW RULES THAT MIGHT GIVE REFERENCE

TO THE LAWS OF ANOTHER JURISDICTION.

9. PROCEDURES: If the foregoing accurately reflects Shipper’s understanding

of the terms of the transaction agreed to by Shipper and Freebird, Shipper

shall sign and return this Agreement to Freebird. If any changes are required

to reflect Shipper’s understanding, Shipper must notify Freebird in writing of

the changes required to reflect Shipper’s understanding. If Shipper fails to

notify Freebird in writing of such changes, the terms herein shall, in

accordance with Section 3.2 of the Tariff, be deemed for all purposes to

correctly set forth the terms of the transaction agreed to by Freebird and

Shipper.

Sign and fax this Agreement within 3 days to: Priscilla Hamic, Freebird

Gas Storage, LLC, Fax 281-374-3088

   
   
      Nominations/ Notices hereunder via Freebird website and phone: T. Van Matre:

713-857-6521, C. Crofton: 281-451-2188


 


 

FREEBIRD GAS STORAGE, LLC

By: Enstor Operating Company, LLC, its Manager

By:

Name: Patrick DeVille

Title: Vice President - Marketing

Notice Address: Pat Deville, V.P. Marketing

20333 State Hwy 249, Suite 400

Houston, TX 77070

Fax: 281-374-3088


 

SHIPPER: ______________________________

By: ___________________________________

Name: _________________________________

Title: ________________________________

Notice Address: _______________________

_______________________________________

_______________________________________

_______________________________________

   
FORM OF SERVICE AGREEMENT FOR

HUB SERVICES AGREEMENT

(For Use Under Rate Schedule ILS)


 

Service Agreement between Freebird Gas Storage, LLC ("Freebird") and Shipper

Shipper Full Legal Name ______________________ Agreement Date _______________

Agreement Number ______________________________

This Agreement is made between Freebird and Shipper, who hereby agree upon

the terms of Freebird’s services, at the rates and on the terms and conditions

provided herein. This Agreement is subject to the terms of Freebird's Gas

Tariff on file with the FERC (as revised from time to time, the "Tariff"),

including without limitation, the applicable Rate Schedule, such Tariff terms

being incorporated herein by reference. In the event of a conflict between

this Agreement and the Tariff, the Tariff will control.

1. SERVICE: Firm Storage Service under Rate Schedule FSS

2. TRANSACTION PERIOD: Beginning Date: 9:00 a.m. CT on ____________

Ending Date: 9:00 a.m. CT on ____________

3. QUANTITIES:

MDIQ: ______ Dth per Day, Begin 9:00a.m.CT on ______,End 9:00a.m.CT on ______

MDWQ: ______ Dth per Day, Begin 9:00a.m.CT on ______,End 9:00a.m.CT on ______

MSQ: _____________ Dth

Freebird is not obligated to receive Gas for injection on an hourly basis, or

tender Gas for withdrawal on an hourly basis, at rates of flow in excess of

1/24 of Shipper’s MDIQ or MDWQ, respectively.

4. SERVICE FEES:

Storage Reservation Charge (determined by MSQ): $_________ /Dth/Month

Commodity Rate:

Storage Injection __________ per Dth, plus ________ percent per Dth for Fuel

Storage Withdrawal _________ per Dth, plus ________ percent per Dth for Fuel

Overrun Injection __________ per Dth, plus ________ percent per Dth for Fuel

Overrun Withdrawal _________ per Dth, plus ________ percent per Dth for Fuel

Title Transfer Fee, if applicable __________

Shipper agrees to pay Freebird all charges as described in the FSS 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 FREEBIRD PURSUANT TO ALA. CODE § 7-7-101, ET SEQ., OR ANY

OTHER LAW, SHIPPER GRANTS TO AND IN FAVOR OF FREEBIRD A SECURITY INTEREST IN

SHIPPER’S STORAGE INVENTORY (WHETHER DELIVERED TO FREEBIRD 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 SHIPPER TO FREEBIRD. SUCH SECURITY INTEREST SHALL BE A FIRST PRIORITY

SECURITY INTEREST AND SHIPPER SHALL CAUSE ALL OTHER HOLDERS OF A SECURITY

INTEREST IN SUCH STORAGE INVENTORY TO DELIVER TO FREEBIRD AN ACKNOWLEDGEMENT

(SATISFACTORY TO FREEBIRD IN ITS REASONABLE DISCRETION) THAT FREEBIRD’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 Freebird and Shipper. 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 ALABAMA, EXCLUDING CONFLICTS-OF-LAW RULES THAT MIGHT GIVE REFERENCE

TO THE LAWS OF ANOTHER JURISDICTION.

9. PROCEDURES: If the foregoing accurately reflects Shipper’s understanding

of the terms of the transaction agreed to by Shipper and Freebird, Shipper

shall sign and return this Agreement to Freebird. If any changes are required

to reflect Shipper’s understanding, Shipper must notify Freebird in writing of

the changes required to reflect Shipper’s understanding. If Shipper fails to

notify Freebird in writing of such changes, the terms herein shall, in

accordance with Section 3.2 of the Tariff, be deemed for all purposes to

correctly set forth the terms of the transaction agreed to by Freebird and

Shipper.

Sign and fax this Agreement within 3 days to: Priscilla Hamic, Freebird

Gas Storage, LLC, Fax 281-374-3088

   
   
       Nominations/ Notices hereunder via Freebird website and phone: T. Van Matre:

713-857-6521, C. Crofton: 281-451-2188


 


 

FREEBIRD GAS STORAGE, LLC

By: Enstor Operating Company, LLC, its Manager

By:

Name: Patrick DeVille

Title: Vice President - Marketing

Notice Address: Pat Deville, V.P. Marketing

20333 State Hwy 249, Suite 400

Houston, TX 77070

Fax: 281-374-3088


 

SHIPPER: ______________________________

By: ___________________________________

Name: _________________________________

Title: ________________________________

Notice Address: _______________________

_______________________________________

_______________________________________

_______________________________________

   
  FORM OF SERVICE AGREEMENT FOR

HUB SERVICES AGREEMENT

(For Use Under Rate Schedule IBS)

Service Agreement between Freebird Gas Storage, LLC ("Freebird") and Shipper

Shipper Full Legal Name ______________________ Agreement Date _______________

Agreement Number ______________________________

This Agreement is made between Freebird and Shipper, who hereby agree upon

the terms of Freebird’s services, at the rates and on the terms and conditions

provided herein. This Agreement is subject to the terms of Freebird's Gas

Tariff on file with the FERC (as revised from time to time, the "Tariff"),

including without limitation, the applicable Rate Schedule, such Tariff terms

being incorporated herein by reference. In the event of a conflict between

this Agreement and the Tariff, the Tariff will control.

1. SERVICE: Firm Storage Service under Rate Schedule FSS

2. TRANSACTION PERIOD: Beginning Date: 9:00 a.m. CT on ____________

Ending Date: 9:00 a.m. CT on ____________

3. QUANTITIES:

MDIQ: ______ Dth per Day, Begin 9:00a.m.CT on ______,End 9:00a.m.CT on ______

MDWQ: ______ Dth per Day, Begin 9:00a.m.CT on ______,End 9:00a.m.CT on ______

MSQ: _____________ Dth

Freebird is not obligated to receive Gas for injection on an hourly basis, or

tender Gas for withdrawal on an hourly basis, at rates of flow in excess of

1/24 of Shipper’s MDIQ or MDWQ, respectively.

4. SERVICE FEES:

Storage Reservation Charge (determined by MSQ): $_________ /Dth/Month

Commodity Rate:

Storage Injection __________ per Dth, plus ________ percent per Dth for Fuel

Storage Withdrawal _________ per Dth, plus ________ percent per Dth for Fuel

Overrun Injection __________ per Dth, plus ________ percent per Dth for Fuel

Overrun Withdrawal _________ per Dth, plus ________ percent per Dth for Fuel

Title Transfer Fee, if applicable __________

Shipper agrees to pay Freebird all charges as described in the FSS 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 FREEBIRD PURSUANT TO ALA. CODE § 7-7-101, ET SEQ., OR ANY

OTHER LAW, SHIPPER GRANTS TO AND IN FAVOR OF FREEBIRD A SECURITY INTEREST IN

SHIPPER’S STORAGE INVENTORY (WHETHER DELIVERED TO FREEBIRD 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 SHIPPER TO FREEBIRD. SUCH SECURITY INTEREST SHALL BE A FIRST PRIORITY

SECURITY INTEREST AND SHIPPER SHALL CAUSE ALL OTHER HOLDERS OF A SECURITY

INTEREST IN SUCH STORAGE INVENTORY TO DELIVER TO FREEBIRD AN ACKNOWLEDGEMENT

(SATISFACTORY TO FREEBIRD IN ITS REASONABLE DISCRETION) THAT FREEBIRD’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 Freebird and Shipper. 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 ALABAMA, EXCLUDING CONFLICTS-OF-LAW RULES THAT MIGHT GIVE REFERENCE

TO THE LAWS OF ANOTHER JURISDICTION.

9. PROCEDURES: If the foregoing accurately reflects Shipper’s understanding

of the terms of the transaction agreed to by Shipper and Freebird, Shipper

shall sign and return this Agreement to Freebird. If any changes are required

to reflect Shipper’s understanding, Shipper must notify Freebird in writing of

the changes required to reflect Shipper’s understanding. If Shipper fails to

notify Freebird in writing of such changes, the terms herein shall, in

accordance with Section 3.2 of the Tariff, be deemed for all purposes to

correctly set forth the terms of the transaction agreed to by Freebird and

Shipper.

Sign and fax this Agreement within 3 days to: Priscilla Hamic, Freebird

Gas Storage, LLC, Fax 281-374-3088

Nominations/ Notices hereunder via Freebird website and phone: T. Van Matre:

713-857-6521, C. Crofton: 281-451-2188


 


 

FREEBIRD GAS STORAGE, LLC

By: Enstor Operating Company, LLC, its Manager

By:

Name: Patrick DeVille

Title: Vice President - Marketing

Notice Address: Pat Deville, V.P. Marketing

20333 State Hwy 249, Suite 400

Houston, TX 77070

Fax: 281-374-3088


 

SHIPPER: ______________________________

By: ___________________________________

Name: _________________________________

Title: ________________________________

Notice Address: _______________________

_______________________________________

_______________________________________

_______________________________________

   
FORM OF SERVICE AGREEMENT FOR

CAPACITY RELEASE UMBRELLA AGREEMENT

UNDER RATE SCHEDULE FSS


 

This Capacity Release Umbrella Agreement, is made and entered into this ___

day of ____________, 20__ ("Effective Date"), by and between

_______________________________, a _________________________________

("Replacement Shipper") and FREEBIRD GAS STORAGE, LLC, an Alabama limited

liability company ("Freebird"). Freebird and Replacement Shipper shall

collectively be referred to herein as the "Parties" or individually as a

Party.


 

WHEREAS, subject to the terms and conditions of Freebird’s Gas Tariff on file

with the Federal Energy Regulatory Commission ("Commission"), Replacement

Shipper will receive rights under this contract as assignment from a Releasing

Shipper, under Releasing Shipper's FSS Service Agreement with Freebird, with

such Releasing Shipper and FSS Service Agreement number being identified in

the applicable Exhibit A Confirmation.


 

NOW, THEREFORE, for and in consideration of the mutual covenants and promises

herein contained, the Replacement Shipper and Freebird agree as

follows:


 

ARTICLE I - SCOPE OF AGREEMENT

Subject to the terms and conditions hereof, so long as all requirements are

met for Replacement Shipper to be on Freebird’s Qualified Shipper list and to

execute this Capacity Release Umbrella Agreement pursuant to Section 4 of the

General Terms and Conditions of Freebird’s Gas Tariff, and so long as this

Capacity Release Umbrella Agreement is effective, Replacement Shipper may bid

from time to time on proposed capacity releases under Rate Schedule FSS

pursuant to the procedures set forth in Section 4 of Freebird’s General Terms

and Conditions. If at any time a bid submitted by Replacement Shipper is

accepted by Freebird with respect to a given capacity release, such bid and

acceptance will be deemed a binding agreement as of the time of such

acceptance, the Replacement Shipper shall be considered for all purposes as

the Shipper with respect to the released service, and the Parties will

promptly finalize the appropriate Exhibit A Confirmation to this Capacity

Release Umbrella Agreement, in substantially the format attached hereto. The

Parties agree that each such Exhibit A Confirmation is an integral part of

this Capacity Release Umbrella Agreement and the terms thereof are incorporated

herein.


 

Upon the finalization of an Exhibit A Confirmation, subject to the terms and

conditions hereof and of Freebird’s Gas Tariff and Rate Schedule FSS, Freebird

agrees to provide the released service for Replacement Shipper, provided,

however, the Replacement Shipper met all requirements to be a Qualified

Shipper at the time it submitted the bid Freebird accepted with respect to

such release.


 

Replacement Shipper agrees to promptly provide any information necessary for

Freebird to reevaluate Freebird’s credit appraisal as contemplated by Section

3 of Freebird’s General Terms and Conditions and to advise Freebird of any

material change in the information previously provided by the Replacement

Shipper to Freebird.

   
   
 ARTICLE II - TERM OF AGREEMENT

This Agreement shall be effective on the Effective Date and shall remain in

force and effect until terminated (a) in accordance with the terms of

Freebird’s FERC Gas Tariff; or (b) by either Party providing at least sixty

(60) Days’ prior written notice thereof to the other Party; provided, however,

that if outstanding obligations exist between the Parties, this Agreement will

continue for such period of time as is required to conclude the performance of

such obligations; provided, however, that all indemnification obligations

shall survive any termination of this Agreement. If Freebird determines at

any time that Replacement Shipper fails to meet Freebird’s creditworthiness

requirements, Freebird may suspend service and terminate this Capacity Release

Umbrella Agreement and all Addenda attached hereto in accordance with Section

3 of the General Terms and Conditions of its FERC Gas Tariff.


 

ARTICLE III - RATE SCHEDULES

This Capacity Release Umbrella Agreement does not have separate terms and

conditions for particular services, but only provides a means by which a

Replacement Shipper may utilize a service subject to the applicable provisions

of the relevant Service Agreement and the terms and conditions for Rate

Schedule FSS, by finalization of a copy of an Exhibit A Confirmation attached

hereto and fully incorporated herein as a part of this Capacity Release

Umbrella Agreement.


 

Replacement Shipper agrees that Freebird shall have the unilateral right to

file with the appropriate regulatory authority and make changes effective in

(a) the rates and charges applicable to service pursuant to this Capacity

Release Umbrella Agreement, (b) the terms and conditions of this Capacity

Release Umbrella Agreement, pursuant to which service hereunder is rendered or

(c) any provision of the General Terms and Conditions applicable to this

Capacity Release Umbrella Agreement. Freebird agrees that the Replacement

Shipper may protest or contest the aforementioned filings, and the Replacement

Shipper does not waive any rights it may have with respect to such

filings.


 

ARTICLE IV - ADDRESSES

Except as herein otherwise provided or as provided for in the General Terms

and Conditions of Freebird’s Gas Tariff, any notice provided for in this

Capacity Release Umbrella Agreement, or any notice which either Party may

desire to give to the other, shall be in writing and shall be considered as

duly delivered when mailed by registered, certified, or regular mail to the

post office address of the Party hereto, as the case may be, as

follows:


 

(a) Freebird Gas Storage, LLC

20333 State Hwy 249, Suite 400

Houston, TX 77070

Attention: Pat DeVille


 

(b) Replacement Shipper: ____________________

_______________________________________

_______________________________________

_______________________________________


 


 

or such other address as either Party shall designate by formal written

notice.

   
   ARTICLE V - INTERPRETATION

THE INTERPRETATION AND PERFORMANCE OF THIS CAPACITY RELEASE UMBRELLA AGREEMENT

SHALL BE IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT RECOURSE

TO THE LAW GOVERNING CONFLICT OF LAWS.


 

The Capacity Release Umbrella Agreement and the obligations of the Parties are

subject to all present and future valid laws with respect to the subject

matter, either State or Federal, and to all valid present and future orders,

rules, and regulations of duly constituted authorities having

jurisdiction.


 

ARTICLE VI - RELATIONSHIP BETWEEN REPLACEMENT SHIPPER AND RELEASING SHIPPER

The Parties recognize that, pursuant to Commission orders, Releasing Shipper

may require that the Replacement Shipper agree that a breach of this Capacity

Release Umbrella Agreement, including a failure to pay, or to pay timely, by

Replacement Shipper under this Capacity Release Umbrella Agreement,

constitutes a breach of contract as between Replacement Shipper and Releasing

Shipper. The existence of such an agreement will be indicated on the

appropriate Exhibit A Confirmation to this Capacity Release Umbrella

Agreement. If Replacement Shipper fails to timely pay Freebird or otherwise

breaches this Capacity Release Umbrella Agreement with Freebird: (a) both

Replacement Shipper and Releasing Shipper (except to the extent otherwise

provided in Section 4 of the General Terms and Conditions and except with

respect to penalties attributable to Replacement Shipper’s conduct) shall be

liable to Freebird for such failure to pay or breach (it being understood that

nothing in this Capacity Release Umbrella Agreement relieves Releasing Shipper

from responsibility to pay Freebird in accordance with its Service Agreements

with Freebird) and (b) if, as a result of such breach by Replacement Shipper,

Releasing Shipper is accordingly required to pay Freebird or otherwise

perform, Releasing Shipper may have a cause of action for breach against

Replacement Shipper.


 

IN WITNESS WHEREOF, the Parties hereto have caused this Capacity Release

Umbrella Agreement to be signed by their respective Presidents, Vice

Presidents or other duly authorized agents, effective as of the Effective

Date.


 

FREEBIRD GAS STORAGE, LLC

By: Enstor Operating Company, LLC, its Manager


 

By: ____________________________________________

Patrick DeVille

Vice President, Marketing


 

REPLACEMENT SHIPPER

By: ____________________________________________

Title: _________________________________________

Date: __________________________________________

   
Addendum

under that certain Capacity Release Umbrella Agreement under Rate Schedule

FSS between Freebird Gas Storage, LLC ("Freebird") And Replacement Shipper


 

Deal No.: ________

Contract No.: ________

Capacity Release Umbrella Agreement No.: ________


 

Addendum No. _____

Capacity Release Rate Schedule _____


 

Replacement Shipper: _____________________________________________


 

Releasing Shipper: _______________________________________________


 

Releasing Shipper’s Exhibit A Confirmation No.: __________________


 

Begin Date of Release: ___________________________________________


 

End Date of Release: _____________________________________________


 

Rates: (Volumetric or Reservation)


 

Reservation Charge $ _______


 

Surcharges:

Description Rate

___________________________ $_________


 

___________________________ $_________


 

___________________________ $_________


 

Volume Commitment (Dth/Billing Period)


 

Maximum Storage Quantity (MSQ): _______(Dth)


 

Maximum Daily Injection Quantity (MDIQ): _______(Dth)


 

Maximum Daily Withdrawal Qty (MDWQ): _______(Dth)


 

Is this capacity subject to right of recall? Yes_____ No_____

Recall Conditions (if applicable):

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

   
   
    Are there any restrictions on released capacity? Yes_____ No_____

Restrictions (if applicable):

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________


 

Was Freebird’s default bid evaluation criteria used? Yes_____ No_____

Evaluation Criteria (if applicable):


 

Were contingent bids accepted? Yes_____ No_____

Contingency comments (if applicable):


 


 

Other Terms and Conditions of Release (e.g., restrictions on release, third

party agent and terms of third party agency relationship, and agreements

between Replacement Shipper and Releasing Shipper)


 


 


 

SECURITY INTEREST: In addition to, and not in substitution for, any lien

created in favor of Freebird pursuant to Ala. Code § 7-7-101, et seq., or any

other law, Replacement Shipper grants to and in favor of Freebird a security

interest in Replacement Shipper’s storage Inventory (whether delivered to

freebird 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 Replacement Shipper to Freebird. Such security interest

shall be a first priority security interest and Replacement Shipper shall

cause all other holders of a security interest in such storage Inventory to

deliver to Freebird an acknowledgement (satisfactory to Freebird in its

reasonable discretion) that Freebird’s interest is of first priority.


 


 

This Addendum entered into, pursuant to Freebird’s capacity release program

and to the executed Capacity Release Umbrella Agreement between Freebird and

the Replacement Shipper, is hereby made a part of and subject to the

aforementioned Capacity Release Umbrella Agreement.


 

FREEBIRD GAS STORAGE, LLC

By: Enstor Operating Company, LLC, its Manager

By: ____________________________________________

Patrick DeVille

Vice President, Marketing

   
       REPLACEMENT SHIPPER

By:

Title:

Date:


 

ORIGINAL SHEET NOS. 216 - 239 ARE RESERVED FOR FUTURE USE.