Exhibit 10.35


 


REDACTED


 


TSA
No:1002755


 


FIRM (RATE SCHEDULE FT) 

TRANSPORTATION SERVICE AGREEMENT


 


THIS
TRANSPORTATION SERVICE AGREEMENT (“Agreement”), between
Reliant Energy Gas Transmission Company (“REGT”), a Delaware corporation (“Transporter”),
and Duke Energy Hot Springs, LLC, a Delaware limited liability company (“Shipper”),
covering the transportation of natural gas by Transporter on behalf of Shipper
as more particularly described herein, is entered into this 15th day
of August, 2001 in accordance with the following terms and conditions:


 


1)                         ADDRESSES:


 


	
  Address for Notices to Shipper:

  	
   

  	
  Address for Notices to Transporter:

  
	
  [***]

  	
   

  	
  [***]

  
	
  [***]

  	
   

  	
  [***]

  
	
  [***]

  	
   

  	
  [***]

  
	
  Facsimile No.: [***]

  	
   

  	
  Facsimile No.: [***]

  
	
  Address for Invoices to Shipper:

  	
   

  	
  Wire Transfer Information:

  
	
  [***]

  	
   

  	
  [***]

  
	
  [***]

  	
   

  	
  [***]

  
	
  [***]

  	
   

  	
  [***]

  
	
   

  	
   

  	
  Address for Payments to Transporter:

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
  [***]

  
	
   

  	
   

  	
  [***]

  



 


2)                         TERM, REGULATORY AUTHORITY, CONTRACT DEMAND AND RECEIPT
ENTITLEMENTS:


 


	
  Service
  Commencement:

  	
   

  	
  July 1, 2002 (subject to completion of construction
  of delivery facilities as provided in companion Facilities Agreement letter
  and subject to Section 5.3 below)

  
	
  End
  Date:

  	
   

  	
  The end of the Day on May 31, 2022 and Year to Year
  thereafter unless and until terminated by either party by written notice
  given at least 180 days prior to the end of the primary term or any extended
  term thereafter.

  
	
  Regulatory
  Authority:

  	
   

  	
  Part 284, Subpart G

  
	
  Contract
  Demand:

  	
   

  	
  [***] Dth/D

  
	
  Receipt
  Entitlement(s):

  	
   

  	
  Neutral Pooling Area [***] Dth/D

  



 


3)                         RECEIPT AND DELIVERY POINTS:


 


	
  Receipt Point(s)*:

  	
   

  	
  Receipt Quantity (Dth/D)

  
	
  All generally available Pools and AIRPs in the
  Neutral Pooling Area

  	
   

  	
  [***]

  







* Absent designation of
MRO’s for any specific physical Point of Receipt, Transporter shall have no
obligation to permit Shipper to utilize any such Point of Receipt or to receive
any specific quantities on Shipper’s behalf at such point.


 


	
  Primary Delivery Point(s):

  	
   

  	
  Maximum Delivery Obligation (Dth/D)

  
	
  At a delivery point to be constructed off of
  Transporter’s Line AC in Hot Spring County, Arkansas, as further described in
  the companion Facilities Agreement Letter, to deliver gas to Shipper’s Hot
  Springs Power Plant now under construction.

  	
   

  	
  [***]

  



 


4)                         RATE: Unless Transporter agrees in writing
otherwise, Shipper shall pay, or cause to be paid, to Transporter each month
for all services provided hereunder the maximum applicable rate, and any other
charges, fees, direct bill amounts, taxes, assessments, or surcharges provided
for in Transporter’s Tariff, as on file and in effect from time to time, for
each service rendered hereunder.


 


5)                         OTHER PROVISIONS: See Attachment A


 


6)                         SIGNATURE: This Agreement constitutes a
contract with Transporter for the transportation of natural gas, subject to the
terms and conditions appearing on the face and reverse side hereof and any
attachments, all of which are incorporated herein by reference and made part of
this Agreement.


 


	
  RELIANT
  ENERGY GAS TRANSMISSION COMPANY

  	
  DUKE
  ENERGY HOT SPRINGS, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ Robert C. Hausler

  	
   

  	
  By:

  	
  /s/ Steven F. Gilliland

  
	
  Name:

  	
  Robert C. Hausler

  	
  Name:

  	
  Steven F. Gilliland

  
	
  Title:

  	
  Vice President

  	
  Title:

  	
  Senior Vice President

  
									



 


_________


*** Certain information on this page has
been omitted and filed separately with the SEC. Confidential treatment has been
requested with respect to the omitted portions.


 

















 


GENERAL TERMS AND CONDITIONS


 


1.                          Upon
Shipper’s failure to pay when due all or any part of amounts billed in
connection with services rendered or to comply with the terms of this
Agreement, Transporter may terminate this Agreement and/or suspend service, as
appropriate, in accordance with the provisions of Section 14 of the General
Terms and Conditions of the Tariff.


 


2.                          Transporter
may terminate this Agreement if it relates to service under Section 311 of the
Natural Gas Policy Act of 1978 (“NGPA”) if it also terminates like service for
others on a not unduly discriminatory basis which is consistent with applicable
law and regulations.


 


3.                          Upon
termination hereof for whatever reason, Shipper agrees to stop delivering gas
to Transporter for service and, unless otherwise agreed by Transporter, to seek
no further service from Transporter hereunder. Shipper agrees to cooperate with
and assist Transporter in obtaining such regulatory approvals and authorizations,
if any, as are necessary or appropriate in view of such termination and
abandonment of service hereunder.


 


4.                          Termination
of this Agreement shall not relieve either party of any obligation that might
otherwise exist to cash-out or correct any Imbalance hereunder nor relieve
Shipper of its obligation to pay any monies due hereunder to Transporter and
any portions of this Agreement necessary to accomplish such purposes shall be
deemed to survive for the time and to the extent required.


 


5.                          This
Agreement shall be subject to the provisions of Rate Schedule FT as well as the
General Terms and Conditions set forth in Transporter’s Tariff, as on file and
in effect from time to time, all of which by this reference are made a part
hereof.


 


6.                          Transporter
shall have the right at any time, and from time to time, to file and place into
effect unilateral changes or modifications in the rates and charges, and other
terms and conditions of service hereunder, and as set forth in said Rate
Schedule and in said General Terms and Conditions, in accordance with the
Natural Gas Act or other applicable law.


 


7.                          Subject
to the provisions of the Tariff and this Agreement, Transporter shall receive,
transport, and deliver, for the account of Shipper for the purposes
contemplated herein, on a firm basis a quantity of Gas up to the quantity or
quantities specified in the Agreement.


 


8.                          Gas
shall be (i) tendered to Transporter for transportation hereunder at the
Point(s) of Receipt and (ii) delivered by Transporter after transportation to
Shipper, or for Shipper’s account, at the Point(s) of Delivery on the terms and
at the points shown in this Agreement. Subject to the provisions of the Tariff,
Transporter shall tender for delivery quantities of Gas thermally-equivalent to
those delivered by Shipper, less Compressor or Storage Fuel retained.


 


9.                          Except
as otherwise permitted in the Tariff, this Agreement shall not be assigned by
Shipper in whole or in part, nor shall Shipper agree to provide services to
others by use of any capacity contracted for under the Agreement, without
Transporter’s prior written consent. In addition to all other rights and
remedies, Transporter may terminate the Agreement immediately if it is assigned
by Shipper or if Shipper subcontracts the capacity to others contrary to the
provisions hereof, whether the assignment or contract be voluntary, or by
operation of law or otherwise. Subject to the above, the respective rights and
obligations of the parties under the Agreement shall extend to and be binding
upon their heirs, successors, assigns and legal representatives. Any person
which shall succeed by purchase, merger or consolidation to the properties,
substantially as an entirety, of either party hereto, shall be entitled to the
rights and shall be subject to the obligations of its predecessor in title
under this Agreement; and either party may assign or pledge this Agreement
under the provisions of any mortgage, deed of trust, indenture, bank credit
agreement, assignment or similar instrument which it has executed or may
execute hereafter.


 


10.                    Any notice,
statement, or bill provided for in this Agreement shall be in writing and shall
be considered as having been given if hand delivered, or, if received, when
mailed by United States mail, postage prepaid, to the addresses specified
therein, or such other addresses as either party shall designate by written
notice to the other. Additionally, notices shall be considered as having been
given, if received, when sent via facsimile or through electronic data
interchange.


 


11.                    Shipper agrees
that any representations and agreements contained in any credit application
submitted in connection with this service shall be incorporated herein by
reference and made a part hereof.


 


12.                    All
modifications, amendments or supplements to the terms and provisions hereof
shall be effected by supplementary written consent of the parties.


 

















 


ATTACHMENT A

TO THE AGREEMENT BETWEEN REGT 

AND DUKE ENERGY HOT SPRINGS, LLC

DATED August 15, 2001
  (TSA #1002755) 

PAGE 1 OF 1


 


5)                        OTHER
PROVISIONS - (CONTINUED):


 


5.1)               The parties hereby
agree that the provisions of Section 13.4 of the G T & C of Transporter’s
Tariff shall apply with respect to third-party transportation to the extent
utilized to provide service hereunder.


 


5.2)               Payments shall be
received by Transporter within the time prescribed by Section 14 of the G T
& C of Transporter’s Tariff. Amounts past due hereunder shall bear interest
as provided in Section 14 of the G T & C of the Tariff. Shipper shall pay
all costs associated with the collection of such past due amounts including,
but not limited to, attorney’s fees and court costs. Shipper hereby represents
and warrants that the party executing this Agreement on its behalf is duly
authorized and possesses all necessary corporate or other authority required to
legally bind Shipper.


 


5.3)               A condition
precedent to this Agreement becoming effective is Shipper’s furnishing, within
sixty (60) days of the date of this Agreement, assurance of its continuing
ability to pay and perform its obligations under this Agreement, or adequate
security therefor, including by means of a guaranty, letter of credit or other
arrangement, which Transporter, in either case, determines in its reasonable
discretion to be satisfactory for the purposes offered.


 


 

















TRANSACTION SHEET

With Duke Energy Hot Springs, LLC (“Shipper”)

Dated August 15, 2001

Attached to Master Rate Agreement Dated August 15, 2001

Related To Firm Transportation Service Agreement (“Agreement”) 1002755


 


A.                      ADDITIONAL ELIGIBLE RECEIPT POINTS:


 


All generally available
Pools and AIRPs in the South Pooling Area.


 


B.                        ADDITIONAL ELIGIBLE DELIVERY POINTS:


 


Not applicable


 


C.                        TRANSMISSION ALLOWANCE: The rates
described in this subparagraph may exceed the maximum Tariff reservation or
usage charges and are agreed to in accordance with Section 12.3, GT&C, of
the Tariff. For the period during which FERC authorization is effective for
Transporter to collect Negotiated Rates under this Rate Agreement, Transporter
shall bill and Shipper shall pay each month for each Dth of Contract Demand (as
provided on the date hereof) for eligible services under the Agreement a
Reservation Charge calculated by multiplying [***] Dth by [***] Shipper also
shall pay a commodity Rate of [***] per Dth for all quantities delivered to the
Primary Delivery Point from eligible Receipt Points. For purposes hereof, the
term “Transmission Allowance” shall mean the total rate (reservation and
commodity components) applicable to eligible quantities as provided in the Rate
Agreement. If there is use of Receipt or Delivery Points other than those
specified in Section 3 and/or Attachment A of the Agreement or on this
Transaction Sheet (including sourcing, by any means or by operation of any
Tariff mechanisms, gas supplies received initially into Transporter’s system at
points or in a manner inconsistent with the provisions hereof), Shipper will
pay no less than the maximum Tariff rate for the remaining term of the
Agreement.


 


Shipper shall pay a
Reservation Charge each Month based on the Dth of Contract Demand specified in
the Agreement, regardless of the quantity of gas transported during the Service
Month.


 


 


	
  D.

  	
  TERM:

  	
  Begin Date:

  	
  Service Commencement Date for Agreement

  
	
   

  	
   

  	
  End Date:

  	
  Twenty (20) years after Begin Date

  



 


 


Any attached appendices
are incorporated herein by reference and made part of this Rate Agreement. If
any of the provisions of this Rate Agreement conflict with the provisions of
the applicable Agreement or Transporter’s Tariff, the terms of the applicable
Agreement, or Transporter’s Tariff, as the case may be, shall be deemed to
control.


 


 


	
  ACCEPTED AND AGREED TO:

  	
  ACCEPTED AND AGREED TO:

  
	
   

  	
   

  
	
  TRANSPORTER:

  RELIANT ENERGY GAS TRANSMISSION

  COMPANY

  	
  SHIPPER:

  DUKE ENERGY HOT SPRINGS, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ Robert C. Hausler

  	
   

  	
  By:

  	
  /s/ Steven F. Gilliland

  
	
  Name:

  	
  Robert C. Hausler

  	
  Name:

  	
  Steven F. Gilliland

  
	
  Title:

  	
  Vice President

  	
  Title:

  	
  Senior Vice President

  
									



 


_________


*** Certain information on this page has
been omitted and filed separately with the SEC. Confidential treatment has been
requested with respect to the omitted portions.


 


1

















 


Master Rate Agreement Dated August 15, 2001
 With Duke Energy Hot Springs, LLC (“Shipper”)

Related To Firm Transportation Service Agreement


 


Shipper agrees to pay the
Transmission Allowance specified on the applicable Transaction Sheet for
performance of certain gas transportation service under the Firm Transportation
Service Agreements specified on such Transaction Sheets. These rates are
applicable only in accordance with the following:


 


1.                          RATES AND APPLICABILITY:


 


(a)                    General:
In consideration for Shipper’s continuing compliance with the provisions of the
applicable firm Transportation Service Agreement (“Agreement”), as specified on
the applicable Transaction Sheet and this Master Rate Agreement (including any
applicable Transaction Sheet as agreed to from time to time), the
transportation rates and charges as defined on the applicable Transaction Sheet
for the specified services provided under the applicable Agreement only apply
to receipts from, and subsequent deliveries to, the Points of Receipt and
Delivery described herein and on the applicable Transaction Sheet(s) and to
reserved capacity necessary to effect such service. In addition to any rate or
amount referred to in the applicable Rate Agreement (including the Transmission
Allowance, overrun rates and maximum Tariff rates), Shipper shall provide or
pay and Transporter shall retain or charge Compressor Fuel allowances or
charges in such quantities or amounts as authorized from time to time by the
Tariff and, except as specifically provided otherwise with respect to the
Transmission Allowance below, shall pay any applicable charges, penalties,
surcharges, fees, taxes, assessments and/or direct billed amounts provided for
in the Tariff. GRI (only to the extent the charge is voluntary and discountable
prior to any other component of the rate), ACA, GT&C Section 13.4, Order
No. 528 and Order No. 636 transition cost surcharges shall not be utilized to
charge amounts in excess of the Transmission Allowance with respect to services
that qualify for such rate. In any event, the Transmission Allowance in any
Month shall never be below Transporter’s applicable minimum Tariff rate.
Transporter shall not be responsible for the payment and satisfaction of any
taxes assessed or levied on the receipt, transmission (and any activities in
connection therewith), delivery, use and/or consumption with respect to Gas
delivered or received by Shipper. If the term of a Transaction Sheet is one
year or more, Shipper hereby elects to be billed on a levelized basis to the
extent Transporter so determines and such option is available under the Tariff.


 


(b)                   Conversion
of Formula Negotiated Rate: If a Transaction Sheet covers a formula
Negotiated Rate transaction, at any time and from time to time, Transporter may
notify Shipper of Transporter’s intent to convert the Transmission Allowance,
for all or part of the Contract Demand that is based on a Receipt Index and a
Delivery Index, to a fixed rate. Transporter may propose the conversion to a
fixed rate by selection of a fixed price for either the Receipt Index, the
Delivery Index, or both, effective as of the date specified by Transporter,
listed in Appendix A to the applicable Transaction Sheet. If Transporter and
Shipper agree on the fixed price, the applicable Rate Agreement shall be
amended to reflect such conversion. If Transporter and Shipper do not agree,
Transporter may identify a creditworthy party willing and able to enter into a
financial risk management transaction with Shipper that would support
establishment between said party and Shipper of a fixed price or fixed basis
consistent with Transporter’s recommendation. Shipper shall enter into such
transaction with said party, and the applicable Rate Agreement shall be
amended, effective as of the date specified by Transporter, to reflect
conversion to such fixed rate.


 


(c)                    Inability
to Collect Negotiated Rates: If a Transaction Sheet covers a Negotiated
Rate transaction, and Transporter is unable to collect Negotiated Rates for any
reason during the term of such Transaction Sheet, then Transporter may elect,
as applicable (i) to continue to determine Shipper’s rate using the formula
stated on the Transaction Sheet, subject to a cap of the maximum Tariff rate;
(ii) to continue to determine Shipper’s rate using the formula stated on the
Transaction Sheet, subject to a cap of the maximum Tariff rate; provided,
however, if, in any Month, the foregoing calculation results in an amount that
exceeds the maximum Tariff rate, then (A) Transporter shall establish an
account to track the cumulative total of such excess amounts (hereafter the “Deferred
Amounts”), and (B) the monthly rate (including rates for months previously
invoiced or paid) to be paid by Shipper may be adjusted upward (but no greater
than the applicable maximum for the Service Month invoices being adjusted),
including by means of retroactive billing adjustments, to the extent required
to permit Transporter to collect any outstanding Deferred Amounts and to
minimize Transporter’s loss of time-value caused by the deferred collection of
such funds; or (iii) to require Shipper to pay the maximum Tariff rate for the
services. Transporter may change such election at any time during the term of
the applicable Rate Agreement.


 

















 


If Transporter elects as
described in (iii) above, Transporter shall notify Shipper in writing of the
requirement to pay maximum Tariff rates, and, if the maximum Tariff rates are
greater than the Negotiated Rates under such transaction, Shipper shall have no
more than thirty (30) days from the date of such notification to give notice in
writing of termination of the applicable Rate Agreement and Agreement, with
such terminations to be effective no earlier than the end of the Month
following the Month in which such termination notice is received.


 


2.                          POINTS: For each Transaction Sheet, the
Receipt Point(s) and the Delivery Point(s) eligible for the Transmission
Allowance shall be those listed in Section 3 and/or Attachment A of the
applicable Agreement (as in effect on the effective date of the Transaction
Sheet) and those described on such Transaction Sheet.


 


3.                          TERM: This Master Rate Agreement shall
become effective as of August 15, 2001 and shall remain effective for a term of
one Month and thereafter shall continue in effect until terminated by
Transporter or Shipper upon at least thirty (30) Days prior written notice;
provided, however, that no such termination shall occur while a Transaction
Sheet entered into under this Master Rate Agreement remains in effect.


 


4.                          TRANSACTION SHEET(S): For each occasion
that Transporter agrees to a rate other than the maximum Tariff rate under a
firm Transportation Service Agreement, Transporter and Shipper shall execute a
Transaction Sheet. The specific terms and conditions of each such transaction
shall be reflected in the Transaction Sheet, which shall be incorporated and
made a part of this Master Rate Agreement, and which together shall constitute
the terms and conditions of the applicable Rate Agreement for such transaction.
Accordingly, the term “Rate Agreement” shall refer to this Master Rate
Agreement and the applicable Transaction Sheet, as in effect from time to time,
with respect to each such transaction.


 


5.                          AUTHORIZED OVERRUN:


 


(a)                    (i)      For
Transaction Sheets covering discounted rate transactions, unless Transporter
agrees otherwise, any authorized overrun quantities shall be at the maximum
Tariff rate.


 


(ii)                     For
Transaction Sheets covering Negotiated Rate transactions, unless Transporter
agrees otherwise, the rate for any authorized overrun quantities shall be the
greater of the maximum Tariff rate or the Transmission Allowance.


 


(b)                   If during the
term of a Transaction Sheet, Transporter has agreed to a rate less than the maximum
Tariff rate for authorized overrun quantities, then, only during a period when
allocation by rate occurs, Shipper agrees to pay the maximum Tariff rate for
overrun quantities scheduled, with such rate increase to occur automatically.


 


(c)                    Shipper may
suspend the automatic rate increase provisions described in (b) above by giving
Transporter written notice by 11:45 a.m. on the Day prior to the Day of the
rate increase. In accordance with the provisions of the Tariff, Transporter
shall have no obligation to schedule or transport overrun quantities.


 


The Rate and Related
Provisions and the provisions on any attachments are incorporated herein by
reference and made part of this Rate Agreement. Executed by a duly authorized
representative of each party hereto, in the space provided below:


 


	
  TRANSPORTER:

  	
  SHIPPER:

  
	
   

  	
   

  
	
  RELIANT
  ENERGY GAS TRANSMISSION COMPANY

  	
  DUKE
  ENERGY HOT SPRINGS, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ Robert C. Hausler

  	
   

  	
  By:

  	
  /s/ Steven F. Gilliland

  
	
  Name:

  	
  Robert C. Hausler

  	
  Name:

  	
  Steven F. Gilliland

  
	
  Title:

  	
  Vice President

  	
  Title:

  	
  Senior Vice President

  
									



 


2

















Rate and Related Provisions


 


1.                          WAIVERS AND REFUNDS: Shipper agrees to
waive all rights of first refusal, including the right to continue the service
provided under the terminated Agreement (or any ancillary third party
agreements except as may be provided in the Agreement) under Section 284.221(d)
of the Commission’s Regulations, under Transporter’s Tariff, or any successor
provisions. Shipper further waives any rights to receive any credits or
benefits from rates, refunds, penalties or other revenues collected by
Transporter or Shipper which would have the effect of providing Shipper either
a rate at a level lower, or a greater economic benefit over the term of the applicable
Rate Agreement, than the Transmission Allowance specified in the applicable
Transaction Sheet. If it is ever determined that such waivers are ineffective
and/or Shipper seeks to avail itself of any of its rights as described above,
then as of such date, Transporter shall have the right to terminate or modify
any provisions under the applicable Rate Agreement that would provide for a
rate less than the applicable maximum Tariff rate, with such termination or
modification to be effective retroactively to the effective date of the
applicable Rate Agreement.


 


2.                          NON-COMPLIANCE: To the extent
consistent with applicable Commission Orders and Policy, unless Transporter
agrees otherwise, if at any time receipts and/or deliveries are initially
sourced into the system, nominated, scheduled and/or made, by any means or by
operation of any Tariff mechanisms, with respect to the capacity obtained by,
through or under the Agreement at points, or under conditions, other than those
specified in the applicable Rate Agreement, then as of such date, and for the
remaining term of the applicable Rate Agreement, any provision for a rate less
than the applicable maximum Tariff rate shall have no effect as to any quantity
under the Agreement to the extent it would permit payment of such lower rate.


 


3.                          CASH-BALANCING: At Transporter’s
option, Shipper agrees that it shall continue to utilize Transporter’s
cash-balancing provision in the event that such provision is made optional by
the Commission in the future.


 


4.                          REGULATORY AUTHORITY: Transporter and
Shipper hereby acknowledge that the applicable Rate Agreement is subject to all
valid and applicable federal and local laws and to the orders, rules and
regulations of any duly constituted federal or local regulatory body or governmental
authority having jurisdiction. Transporter shall not be held in default for
failure to perform hereunder if such failure is due to a good faith compliance
with requirements of any such laws, orders, rules or regulations or to a good
faith determination by Transporter that any governmental authority having or
asserting jurisdiction has conditioned performance hereunder in a manner that
(i) requires performance by Transporter that is inconsistent with the terms of
the applicable Rate Agreement or (ii) conditions or prohibits the granting of
selective discounts or other rates in a manner unacceptable to Transporter. In
the event that changes in federal or local laws or orders, rules or regulations
of any governmental authority having jurisdiction materially alter or interfere
with Transporter’s ability to perform, as herein contemplated by the parties,
the applicable Rate Agreement shall be subject to renegotiation, or termination
by either party if the parties fail to reach agreement within forty-five (45)
days of any renegotiation notice given pursuant to the terms of this paragraph,
with such renegotiation or termination to be effective prior to the effective
date of any such changes. Any provision of the applicable Rate Agreement which
is determined by any court or regulatory body having jurisdiction to be invalid
or unenforceable will be ineffective to the extent of such determination only,
without invalidating, or otherwise affecting the validity of, the remaining
provisions.


 


5.                          ENTIRE AGREEMENT: The applicable Rate
Agreement shall supplement the Agreement with respect to the matters agreed to,
and together shall constitute the entire understanding of the parties relating
to said matters as of the effective date stated herein. All prior agreements,
correspondence, understandings and representations are hereby superseded and
merged into the applicable Rate Agreement and the Agreement. Except as
otherwise provided herein, all terms used herein with initial capital letters
are so used with the respective meanings ascribed to them in Transporter’s
Tariff.


 


6.                          FAILURE TO EXERCISE RIGHTS: Failure to
exercise any right under the applicable Rate Agreement or the Agreement shall
not be considered a waiver of such right in the future. No waiver of any
default in the performance of the applicable Rate Agreement or the Agreement
shall be construed as a waiver of any other existing or future default, whether
of a like or different character.


 


3