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(*)
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Indicates
material that has been omitted and for which confidential treatment
has been requested. A complete version of this document has been
filed with the Securities and Exchange Commission pursuant to Rule
406 promulgated under the Securities Act of 1933, as
amended.
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PRECEDENT
AGREEMENT
This PRECEDENT AGREEMENT
(“Precedent Agreement”) is made and entered into this
28 th day of March, 2006, by and between
East Tennessee Natural Gas, LLC, a Delaware limited liability
company (“ETNG” or “Pipeline”), and GeoMet,
Inc., a Delaware corporation (“Customer”). Pipeline and
Customer are sometimes referred to herein individually as a
“Party,” or collectively as the
“Parties.”
WITNESSETH:
WHEREAS, Pipeline proposes to
construct and own a twenty-inch natural gas pipeline lateral that
will be sufficient to transport up to 235,000 Dth/day of natural
gas. Such pipeline lateral will extend from an interconnection with
the facilities of ETNG located in Smyth County, Virginia to an
interconnection with the existing facilities of CNX Gas, LLC in
Tazewell County, Virginia (the “Project” or
“Project Facilities” as appropriate);
WHEREAS, Customer desires to obtain
firm transportation service from Pipeline on the Project Facilities
under ETNG Lateral Rate Schedule; and
WHEREAS, subject to the terms and
conditions of this Precedent Agreement, Pipeline is willing to
endeavor to construct the Project Facilities and provide the firm
transportation service Customer desires;
NOW, THEREFORE, in consideration of
the mutual covenants and agreements herein contained, and intending
to be legally bound, Pipeline and Customer agree to the
following:
1. Subject to the terms and
conditions of this Precedent Agreement, Pipeline shall proceed with
due diligence to obtain from all governmental and regulatory
authorities having competent jurisdiction over the premises,
including, but not limited to, the Federal Energy Regulatory
Commission (“Commission” or “FERC”), the
authorizations and/or exemptions Pipeline determines are necessary:
(i) for Pipeline to construct, own, operate, and maintain the
Project facilities necessary to provide the firm transportation
service contemplated herein; and (ii) for Pipeline to perform
its obligations as contemplated in this Precedent Agreement
(“Pipeline Authorization”). Pipeline reserves the right
to file and prosecute any and all applications for such
authorizations and/or exemptions, any supplements or amendments
thereto, and, if necessary, any court review, which are consistent
with this Precedent Agreement in a manner it deems to be in its
best interest; provided, however, Pipeline shall pursue all
authorizations and/or exemptions in a manner designed to implement
the firm transportation service contemplated herein in a timely
manner. During the term of this Precedent Agreement, Customer
agrees to support and cooperate with, and to not oppose, obstruct
or otherwise interfere with in any manner whatsoever, the efforts
of Pipeline to obtain all authorizations and/or exemptions and
supplements and amendments thereto necessary for Pipeline to
construct, own, operate, and maintain the Project facilities and to
provide the firm transportation service contemplated in this
Precedent Agreement and to perform its obligations as contemplated
by this Precedent Agreement.
2. Customer shall construct, or
cause to be constructed, certain facilities in order for Customer
to utilize the firm transportation service contemplated in this
Precedent Agreement, including, but not limited to, an
approximately (*)-mile, (*)-inch gas gathering pipeline that will
extend from Customer’s production facilities in McDowell
County, West Virginia to an interconnection with Pipeline’s
Project Facilities in Tazewell County, Virginia
(“Customer’s Required Facilities”). Customer
shall obtain any necessary or desirable governmental, contractual
and/or regulatory authorizations, approvals, certificates, permits,
right-of-way easements and/or exemptions associated with
Customer’s Facilities (“Customer’s
Authorizations”).
3. Subject to the terms and
conditions of this Precedent Agreement, Customer shall proceed with
due diligence to obtain Customer’s Authorizations and to
construct Customer’s Required Facilities. Customer reserves
the right to file and prosecute any and all applications for
Customer’