EXHIBIT 10-A
Indiana Gas Company, Inc. / Indiana Energy Services, Inc.
Gas Sales And Management Services Agreement
January 1, 1996
GAS SALES AND MANAGEMENT SERVICES AGREEMENT
This Gas Sales and Management Services Agreement
("Agreement") is entered and effective the 1st day of
January, 1996, by and between INDIANA GAS COMPANY, INC.
("Buyer") and INDIANA ENERGY SERVICES, INC. ("Seller")
(collectively, the "Parties"). Buyer and Seller agree as
follows:
Recitals:
1. Seller is a corporation incorporated and existing
under the laws of the State of Indiana, with its principal
place of business at 1630 North Meridian Street,
Indianapolis, Indiana.
2. Buyer is a corporation incorporated and existing
under the laws of the State of Indiana, with its principal
place of business at 1630 North Meridian Street,
Indianapolis, Indiana.
3. This Agreement contains the mutual promises and
covenants pursuant to which Buyer as a purchaser of
natural gas and management services, and Seller as a
merchant of natural gas and management services, shall
perform the transactions described herein.
4. Under this Agreement, Seller agrees to provide
natural gas and management services consistent with the
terms and conditions contained herein.
Definitions:
The following terms shall have the following definitions for
this Agreement and its Appendices:
1. The term "Transporter" shall mean the transporting
pipeline(s) to Buyer, for example, ANR, PEPL, Texas Gas
or TETCO as applicable to the transaction involved.
2. Transporters' names shall include, without
limitation:
The term "ANR" shall mean ANR Pipeline Company.
The term "PEPL" shall mean Panhandle Eastern Pipe
Line Company.
The term "Texas Gas" shall mean Texas Gas
Transmission Corporation.
The term "TETCO" shall mean Texas Eastern
Transmission Corporation.
3. The term "Transporter's Tariff" shall mean the
tariff provisions of Transporter, as approved by the
Federal Energy Regulatory Commission, or any successor
thereto, ("FERC"), including changes to such tariff made
after this Agreement is effective, and Buyer's or
Seller's contractual arrangements with Transporter. If
FERC should determine that Transporter's Tariff shall
cease to apply, in whole or in part, to transactions
hereunder, the Parties will promptly meet to determine
and negotiate mutually acceptable replacement guidelines
and standards. In that event, until an agreement is
reached, the most recently effective Transporter's
Tariff shall continue to apply.
4. The term "Btu" shall mean British thermal unit, as
defined in Transporter's Tariff.
5. The term "Contract Month" shall mean a calendar
month during the effectiveness of this Agreement, as
interpreted in light of Transporter's Tariff.
6. The term "Day" shall be defined as it is defined in
Transporter's Tariff, or as applied by Transporter.
7. "Delivery Points" shall mean the points of delivery
of Gas from Seller to Buyer as specified in Appendix A.
8. The term "Gas" shall mean natural gas.
9. The term "Marketed Quantities" shall mean all
quantities marketed by Seller under Article 4 of this
Agreement.
10. The terms "MMBtu", "Dekatherm" or "DTH" shall mean one
million (1,000,000) Btus.
11. The term "Maximum Daily Quantity" shall mean the
maximum quantity of Gas which Seller shall be obligated
to supply on a firm basis to Buyer's Delivery Points on a
particular day.
12. The term "Maximum Seasonal Quantity" shall mean the
maximum quantity of Gas which Seller shall be obligated
to supply on a firm basis to Buyer's Delivery Points in a
summer or winter season.
13. The term "Nominated Daily Quantity" shall mean the
quantity of Gas nominated on a particular day to Buyer's
Delivery Points and to storage for Buyer.
14. The term "Summer" shall mean the summer season
months of April through October, inclusive.
15. The term "Winter" shall mean the winter season
months of November through March, inclusive.
16. The term "Portfolio Contracts" shall mean all
storage and transportation agreements to which Buyer is a
party and which are utilized to provide Gas to Buyer.
Article 1 - Gas Sales
1.1 Seller represents, agrees, and warrants that Seller
can and shall stand ready to provide on a firm basis for
Buyer's purchase at Buyer's Delivery Points the daily and
seasonal quantities of Gas set forth herein.
1.2 During the term of this Agreement, unless Seller is
unable to meet Buyer's Gas requirements, Buyer agrees
Seller shall be its sole supplier of Gas.
1.3 The maximum daily quantities of Gas which Seller
shall be obligated to provide on a firm basis at Buyer's
Delivery Points are Buyer's Maximum Daily Quantities
specified in Appendix B.
1.4 The maximum seasonal quantities which Seller shall
be obligated to provide on a firm basis at Buyer's
Delivery Points are Buyer's Maximum Seasonal Quantities
specified in Appendix B.
1.5 Under this Agreement Seller may fulfill its
obligation to provide Gas sales to Buyer by using both
the Portfolio Contracts and contracts entered into by and
between Seller and third parties, including suppliers,
pipelines and other service providers. Seller shall not
be obligated to enter into commitments with suppliers,
pipelines or other service providers which extend beyond
the term or scope of this Agreement.
Article 2 - Gas Sales Charges
2.1 For all Maximum Daily Quantities specified in
Appendix B, Buyer agrees to pay Seller each Contract
Month the then-applicable transportation and storage
costs to stand ready to deliver Gas to Buyer's Delivery
Points on a firm basis. Appendix C contains the
currently-effective methodology for determining the
applicable storage and transportation costs.
2.2 For all Maximum Seasonal Quantities specified in
Appendix B, Buyer agrees to pay Seller each Contract
Month the applicable supplier reservation costs specified
in Appendix D, as updated from time to time as provided
in Article 7.
2.3 For all commodity quantities, Buyer shall pay to
Seller each Contract Month an amount determined by
multiplying the applicable Nominated Daily Quantities for
the Contract Month, by the applicable price per MMBtu as
determined pursuant to the pricing provisions of Appendix
E. These pricing provisions shall reflect pricing
methods for Gas supply, and all other variable costs
incurred by Seller as provided in Appendix E. The other
variable costs shall include, without limitation,
transportation commodity or usage charges, injection and
withdrawal costs, volumetric surcharges, and fuel as
reflected in each Transporter's Tariff and the applicable
service agreements.
2.4 Buyer will pay taxes, if any, which are imposed with
respect to Gas delivered hereunder and which are not
reflected in the pricing methods in Appendix E.
Article 3 - Portfolio Management Services
3.1 Buyer and Seller agree Seller shall provide all of
Buyer's portfolio management services as necessary to
assure a reliable supply of Gas to meet Buyer's Gas
requirements.
3.2 Seller shall manage all of the Portfolio Contracts.
Services provided shall include Gas acquisition, the
scheduling of receipt and delivery quantities with Gas
suppliers and pipeline transporters, pipeline storage
inventory management, supply and portfolio planning, and
periodic portfolio management reporting.
3.3 The Parties agree to act in a timely manner to
assign, release, or enter into agency agreements for all
of the Portfolio Contracts and Buyer's Gas supply
agreements.
3.4 Seller shall provide Gas supply planning as part of
its portfolio management service. Seller shall prepare
Gas supply plans on a seasonal, monthly and daily basis
for Buyer. Operating procedures shall be agreed to by
the Parties to govern the preparation and implementation
of the supply plans.
3.5 Seller shall provide portfolio planning as part of
its portfolio management service. Seller and Buyer shall
review periodically Buyer's Portfolio Contracts for
potential changes. Seller shall represent Buyer in
negotiations with suppliers and pipelines to effectuate
the portfolio changes.
3.6 Seller agrees to provide Buyer federal regulatory
management services during the term of this Agreement.
Seller shall review all FERC regulatory filings that
could reasonably be expected to impact the Gas sales or
management services provided by Seller to Buyer. Seller
shall inform Buyer on a timely basis of Seller's review
and analysis. Buyer shall timely communicate its
interests to Seller. Seller shall provide for
representation of Buyer's interests in federal regulatory
proceedings. Seller shall provide Buyer with periodic
written reports on the status of federal regulatory
proceedings in which Seller represents Buyer.
Article 4 - Marketing Management Services
4.1 The Parties agree that Seller shall provide all of
Buyer's marketing management services, as provided in
this Article 4, during the term of this Agreement.
4.2 Seller agrees to actively pursue the sale at market
prices of otherwise unutilized storage and transportation
entitlements paid for by Buyer pursuant to this
Agreement. These entitlements may be marketed by Seller
to any retail or resale customer. Seller shall credit to
Buyer all amounts so realized by Seller for these
otherwise unutilized entitlements.
4.3 Seller shall manage the Gas acquisition and pricing
determination portions of Buyer's Interruptible Company-
supplied Gas supply sales pursuant to Buyer's Appendix B
to its I.U.R.C. Tariff for Gas service, as the same may
be in effect from time to time.
Article 5 - Management Services Fees
5.1 For portfolio management services provided under
Article 3 during the term of this Agreement, each
Contract Month Buyer agrees to pay Seller the portfolio
management service fee as specified in Appendix F.
5.2 For marketing management services provided under
Article 4 during the term of this Agreement, each
Contract Month Buyer agrees to pay Seller the marketing
management services fee as specified in Appendix F.
Article 6 - Term
6.1 The initial term of this Agreement shall extend
until October 31, 2000. If neither party terminates this
Agreement by written notice at least two (2) calendar
years prior to expiration of the initial term, the
Agreement will remain in effect for an additional one (1)
year after the original expiration date. Thereafter, the
Agreement will continue year to year unless terminated
with two (2) years prior written notice provided prior to
November 1 of any year.
Article 7 - Changes to Appendices
7.1 The Parties agree to make changes to Appendix A as
necessary to reflect Buyer's pipeline delivery point
changes.
7.2 The Parties agree that Appendix B will be subject to
change upon the provision of prior, timely written notice
from Buyer to Seller of such change, including the basis
for the change, and subject to the terms of this
Agreement. Unless otherwise agreed to by the Parties,
any such change shall be effective no sooner than sixty
(60) days after Buyer's notice. Such changes will be
conditioned on Buyer's agreement to pay applicable costs
associated with the change.
7.3 The Parties agree that Appendices C, D and E will be
subject to change from time to time as provided in those
appendices.
7.4 The Parties agree that changes to Appendices F and H
will occur only upon mutual written agreement.
7.5 The Parties agree that changes in Appendix G can be
made by either party at any time.
Article 8 - Operations
8.1 Buyer and Seller agree to accept for purposes of
this Agreement the applicable quality, delivery pressure,
measurement and other applicable rules, procedures,
guidelines, tariff provisions, contractual arrangements
and policies of suppliers or Transporter, as the same may
change from time to time.
Article 9 - Force Majeure
9.1 All obligations of the Parties to this Agreement shall
be suspended while and only for so long as compliance is
prevented by a cause beyond the control of the party
claiming force majeure, such as an "Act of God", war,
civil disturbance, operational or performance failure or
declaration of force majeure by a supplier, leased
storage field operator, or transporter, operational flow
order(s), Federal or State or local law, or binding
order of a court or governmental agency, provided the
suspension shall be only to the extent performance was
prevented by the event of force majeure and provided the
party claiming force majeure provides notice by
telephone or by telecopy with reasonably full
particulars to the other party at or near the time the
party becomes aware of the force majeure. A party
claiming force majeure hereunder shall have the duty to
make all reasonable efforts to remedy the force majeure
condition as promptly as possible.
9.2 Notice of force majeure must be provided to the
representatives designated in Appendix G for Buyer or
Seller.
Article 10 - Penalties
10.1 Seller shall be liable for all penalties, cashouts, or
other costs imposed on Buyer or Seller by any third
Parties, including Seller's transporters and
Transporter, to the extent that such penalties,
cashouts or other costs are caused by Seller's actions
or inaction. Buyer shall be liable for all penalties,
cashouts, or other costs imposed on Buyer or Seller by
any third Parties, including Seller's transporters and
Transporter, to the extent that such penalties,
cashouts or other costs are caused by Buyer's actions
or inaction.
Article 11 - Billing and Payment
11.1 Following each Contract Month Seller shall furnish, or
have furnished, an itemized statement to Buyer stating
the amounts due Seller pursuant to this Agreement (the
"Statement"). Following the receipt of Seller's
Statement, Buyer shall make payment by the due date.
Invoice date, due date, and payment method shall be as
specified in Appendix H.
11.2 Interest shall accrue on all late payments commencing
on the applicable due date at the then current prime
rate of National City Bank, Indianapolis, Indiana, or
its successor, or the maximum lawful rate, whichever is
lower.
Article 12 - Remedies
12.1 If Seller fails to deliver scheduled Gas and such
inability to deliver is not excused under this
Agreement, then Seller shall reimburse Buyer for the
amount of increased cost to Buyer of acquiring
replacement Gas. The amount owed by Seller to Buyer
hereunder shall be calculated as the product of (a) the
difference, if positive, between (i) the increased
price paid for replacement Gas, including any
additional transportation, fuel and other variable
costs incurred to receive such replacement Gas, and
(ii) the then applicable commodity charge, and (b) the
difference between the scheduled Gas and the quantity
of Gas actually delivered by Seller. Buyer and Seller
agree to act in good faith with respect to purchases of
such replacement Gas so as to minimize Seller's
obligations to Buyer under this Section.
12.2 If Buyer fails to receive the Gas as scheduled and such
inability to receive is not excused under this
Agreement, then Buyer shall reimburse Seller for the
loss resulting therefrom. The amount owed by Buyer to
Seller hereunder shall be calculated as the product of
(a) the difference, if positive, between (i) the then
applicable commodity charge and (ii) the lesser price
received from a third party purchaser, including any
additional transportation, fuel and other variable
costs incurred to deliver Gas to a third party
purchaser, and (b) the difference between the scheduled
Gas and the quantity of Gas actually received by Buyer.
Seller and Buyer agree to act in good faith with
respect to sales of such Gas to a third party purchaser
so as to minimize Buyer's obligations to Seller under
this Section.
12.3 If the failure of Seller or Buyer under 12.1 or 12.2
above is substantial and is not cured after reasonable
written notice, the non-failing party may, in addition
to the other remedies provided by this Article 12,
elect to terminate this Agreement prospectively.
12.4 The Parties agree that the actual losses incurred by a
party as a result of the other party's failure to
deliver or receive quantities of Gas would be uncertain
and impossible to determine with precision. As a
result, the remedies provided in accordance with this
Article 12 for the failure to deliver or receive
certain quantities of Gas, respectively, shall be the
failing party's entire and sole liability to the non-
failing party, and the right to recover such remedies
shall be the non-failing party's sole and exclusive
remedy for the failing party's failure or breach of its
obligation to deliver or receive the scheduled Gas
under this Agreement. The remedies provided pursuant
to this Article are in lieu of and exclude any and all
other liabilities of the failing party as may be
provided by contract, equity, or law for any such
failures or breaches, including, without limitation,
the obligation of either party to deliver or receive
quantities hereunder in relation to the sale or
purchase of Gas to or from other parties.
Article 13 - Correspondence
13.1 Except as provided in Article 9.2, any notice,
statement or bill shall be in writing and shall be
duly delivered when (a) mailed, postage prepaid, by
registered, certified, or first class mail, or (b) sent
by prepaid overnight delivery to the applicable
address, or (c) sent by hand delivery, or (d) sent by
telecopy directed to the appropriate person and
telecopy number with hard copy also delivered as in
(a), (b) or (c) above. Addresses, telephone numbers,
and telecopy numbers are specified in Appendix G.
Buyer or Seller may change the notice information in
Appendix G by providing new designations to the other
party by registered or certified mail.
Article 14 - Renegotiation to Preserve Agreement
14.1 If any provision of this Agreement is declared or
rendered unlawful by a court of law or regulatory
authority with jurisdiction over either of the Parties
or deemed unlawful because of a statutory or other
change in the law, or if either party suffers a
substantial economic detriment due either to a
determination relating to this Agreement by such an
authority, or as a result of fundamental changes in the
market place or other substantial changes in existing
circumstances, the Parties will promptly meet to
determine and negotiate a mutually acceptable agreement
on such replacement provisions necessary to maintain
the benefits and obligations that arise under this
Agreement.
Article 15 - Miscellaneous
15.1 This Agreement is subject to all applicable laws,
orders, rules, and regulations of any State or Federal
governmental body or official having jurisdiction and
both Seller and Buyer agree that the transactions
agreed to hereunder shall be conditioned upon
compliance with all such laws, orders, rules, and
regulations.
15.2 Seller and Buyer expressly agree that laws of the State
of Indiana shall govern the validity, construction,
interpretation and effect of this Agreement, without
regard to principles of conflicts of law.
15.3 Either party may pledge, mortgage or assign its rights
hereunder as security for indebtedness or assign this
Agreement to an affiliate. This Agreement is otherwise
non-assignable except with the prior written consent of
Buyer and Seller.
15.4 This Agreement is conditioned on the continued solvency
of Buyer and Seller. If one party becomes insolvent or
seeks bankruptcy relief, the other party may
prospectively terminate this Agreement on prior written
notice without further obligation other than to pay for
services or Gas previously provided.
15.5 Notwithstanding any other provisions herein, the
Parties hereto waive any and all rights, claims, or
causes of action arising under this Agreement for
incidental, consequential or punitive damages.
15.6 Neither Buyer nor Seller intend for the provisions of
this Agreement to benefit any third party. No third
party shall have any right to enforce the terms of this
Agreement against Buyer or Seller.
15.7 The Parties acknowledge that their respective business
records and information are confidential in nature and
may contain proprietary and trade secret information.
Notwithstanding the foregoing, Seller agrees to provide
Buyer access to those records required to verify
Seller's Statements to Buyer. Confidential records and
information in the possession of either party shall not
be divulged to third parties without prior consent of
the other party.
15.8 In interpretation and construction of this Agreement,
no presumption shall be made against any party on
grounds such party drafted the Agreement or any
provision thereof.
15.9 No waiver by either party of one or more defaults or
breaches by the other in performance of any of the
terms or provisions of this Agreement shall operate or
be construed as a waiver of any future default or
breach, whether of a like or of a different character.
15.10 The terms and conditions contained herein
constitute the full and complete agreement between the
Parties and any change to be made must be submitted in
writing and executed by both Parties.
15.11 Each party represents that it has all necessary
power and authority to enter into and perform its
obligations under this Agreement and that this
Agreement constitutes a legal, valid and binding
obligation of that party enforceable against it in
accordance with its terms, except as such
enforceability may be affected by any bankruptcy law or
the application of principles of equity.
IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement in duplicate originals.
"SELLER"
INDIANA ENERGY SERVICES, INC.
By: /s/Carl L. Chapman
(Signature)
Carl L. Chapman
(Name)
Its: President
(Title)
"BUYER"
INDIANA GAS COMPANY, INC.
By: /s/Jerrold L. Ulrey
(Signature)
Jerrold L. Ulrey
(Name)
Its: Vice President - Gas Supply and Rates
(Title)
Indiana Gas Company, Inc. / Indiana Energy Services, Inc.
Gas Sales And Management Services Agreement
APPENDICES INDEX
Appendix Title
A Buyer's Delivery Points
B Buyer's Maximum Quantities
C Storage and Transportation Costs
D Supplier Reservation Costs
E Commodity Purchases
a. Gas Supply Charges
b. Other Variable Costs
F Management Services Fees
a. Portfolio Management Fee
b. Marketing Management Fee
G Notices
H Invoice/Payment Data
APPENDIX A - Buyer's Delivery Points
North/East System
Delivery Point
2509 Dana
2510 Danville
2515 Elwood
2516 Fairmont
2530 Noblesville
2531 North Salem
2535 Richmond
2538 Tipton
2576 Huntington
2597 Crawfordsville
2605 Upland
2684 Unionport
2751 Montpelier
2754 Sheridan
2757 Bloomingdale
2772 Newport
2780 Lebanon
2795 Anderson
2796 Zionsville
2812 Carpentersville
2822 Fowlerton
2823 Richmond
5233 Anderson 121N Rural
5530 Cent. Ind. Rurals
5531 West of Zions
5532 North of Zions
5534 East of King
5864 King
010530010 East Hancock School
010530030 Hope
010530070 Dunkirk
APPENDIX A - Buyer's Delivery Points
Central/Terre Haute System
Delivery Point
14411 Bedford
14412 Bedford
14421 Cloverdale
14431 Columbus
14432 Columbus
14433 Columbus
14441 Martinsville
14451 Greencastle
14452 Greencastle
14461 Bargersville
14463 Bargersville
14481 Mitchell
14482 Mitchell
14491 Needmore
14492 Needmore
14493 Needmore
14501 Seymour
14511 Waynesville
14512 Waynesville
14521 Rural (Mitchell)
14522 Rural (Martinsville)
14523 Rural (Terre Haute)
14531 Crane
14533 Crane
18411 Clay City
18412 Clay City
18413 Clay City
18414 Clay City
18421 Sand Cut
18422 Sand Cut
18423 Sand Cut
18424 Sand Cut
APPENDIX A - Buyer's Delivery Points
Central/Terre Haute System (Continued)
Delivery Point
18431 Brazil
18432 Brazil
18441 Center Point
18442 Center Point
18443 Center Point
18444 Center Point
18451 Clinton
18452 Clinton
18461 Hercules Clinton
18462 Hercules Clinton
18491 Terre Haute-2
18492 Terre Haute-2
18501 Terre Haute-3
18502 Terre Haute-3
18511 Terre Haute-4
18521 Stuckey Rd.
18522 Stuckey Rd.
18523 Stuckey Rd.
18531 Rural Ind.
18541 Terre Haute-6
18542 Terre Haute-6
18571 Magaret (Terre Haute)
18573 Magaret (Terre Haute)
037047100 West Shelbyville
APPENDIX A - Buyer's Delivery Points
South System
Delivery Point
17031 Locust, KY
17032 Locust, KY
17251 Crestwood, KY
17252 Crestwood, KY
Greensburg System
Delivery Point
70017 Greensburg
70940 Westport
Amendment
Seller and Buyer agree that this Appendix A may be
amended as provided in this Agreement, which amendment
ultimately will be memorialized in a revised Appendix A.
INDIANA ENERGY SERVICES, INC. INDIANA GAS COMPANY, INC.
By: /s/Carl L. Chapman By: /s/Jerrold L. Ulrey
Carl L. Chapman Jerrold L. Ulrey
Its: President Its: Vice President-Gas Supply & Rates
APPENDIX B - Buyer's Maximum Quantities
Maximum Daily Quantities (in Dth)
Central/
Month North/East Terre Haute South Greensburg
January 500,263 225,760 67,050 8,126
February 489,004 238,600 63,421 7,645
March 406,915 190,327 49,525 6,040
April 279,473 128,138 28,020 3,690
May 224,802 102,132 17,295 2,622
June 154,174 70,537 14,837 2,654
July 121,590 52,664 9,527 2,049
August 121,305 52,524 9,498 2,044
September 185,179 87,589 19,957 3,234
October 276,079 109,178 35,351 5,121
November 381,044 187,126 46,140 5,834
December 498,411 224,778 65,571 7,896
Maximum Seasonal Quantities (in Dth)
Central/
Month North/East Terre Haute South Greensburg
Summer 14,864,954 9,033,530 1,818,879 341,116
Winter 37,679,047 20,333,923 5,513,673 697,711
APPENDIX B - Buyer's Maximum Quantities
Amendment
Seller and Buyer agree that this Appendix B may be
amended as provided in this Agreement, which amendment
ultimately will be memorialized in a revised Appendix B.
INDIANA ENERGY SERVICES, INC. INDIANA GAS COMPANY, INC.
By: /s/Carl L. Chapman By: /s/Jerrold L. Ulrey
Carl L. Chapman Jerrold L. Ulrey
Its: President Its: Vice President-Gas Supply & Rates
Appendix C - Storage and Transportation Costs
The transportation and storage costs shall be
determined based upon the rates and charges applicable under
each Transporter's Tariff, including the sheets identified
below, as well as other applicable sheets, as all of those
sheets may be in effect from time to time, and costs arising
under applicable agreements, including the agreements
identified below, as well as this Agreement. While Seller
and Buyer agree that the identified tariff sheets and
agreements are intended to be a complete listing of the
applicable tariff sheets and applicable agreements, they
further agree that the omission of the reference of one or
more sheets or agreements from that list will not affect
Buyer's obligation to Seller for rates, charges and costs
incurred thereunder.
North/East System
PEPL
Contract No. Tariff Sheet No.
11713 Sheet No. 11
11714 Sheet No. 5
11715 Sheet No. 5
11716 Sheet No. 5
11718 Sheet No. 5
11719 Discounted Rate Agreement
11720 Discounted Rate Agreement
11721 Sheet No. 5
12044 Sheet No. 11
12045 Sheet No. 5
APPENDIX C - Storage and Transportation Costs
North/East System (continued)
ANR
Contract No. Tariff Sheet No.
X-22 Sheet No. 16
Sheet No. 14
Sheet No. 15
19100 Sheet No. 7
Sheet No. 17
Sheet No. 17A
Sheet No. 18
20250 Sheet No. 7
Sheet No. 17
Sheet No. 17A
Sheet No. 18
20300 Sheet No. 7
Sheet No. 17
Sheet No. 17A
Sheet No. 18
32300 Sheet No. 10
33050 Sheet No. 10
70300 Sheet No. 68G
TBD-1 Discount Agreement
ANR Storage Company
Contract No. Tariff Sheet No.
TBD-2 Discount Agreement
Appendix C - Storage and Transportation Costs
Central/Terre Haute System
Texas Gas G-3
Contract No. Tariff Sheet No.
N0325 Sheet No. 10
Sheet No. 226
Sheet No. 226F
Sheet No. 226L
T3780 Sheet No. 11
Sheet No. 226
Sheet No. 226F
Sheet No. 226L
TBD-3 Discount Rate Agreement
South System
Texas Gas G-4
Contract No. Tariff Sheet No.
N0420 Sheet No. 10
Sheet No. 226
Sheet No. 226F
Sheet No. 226L
T3739 Sheet No. 11
Sheet No. 226
Sheet No. 226F
Sheet No. 226L
Greensburg System
Texas Eastern
Contract No. Tariff Sheet No.
800171 Sheet No. 35
400109 Sheet No. 43
TBD-4 Discount Rate Agreement
Trunkline
Contract No. Tariff Sheet No.
TBD-5 Discount Rate Agreement
Amendment
Seller and Buyer agree that this Appendix C may be
amended from time to time by mutual agreement of the
Parties, which ultimately will be memorialized in a revised
Appendix C.
INDIANA ENERGY SERVICES, INC. INDIANA GAS COMPANY, INC.
By: /s/Carl L. Chapman By: /s/Jerrold L. Ulrey
Carl L. Chapman Jerrold L. Ulrey
Its: President Its: Vice President-Gas Supply & Rates
APPENDIX D - Supplier Reservation Costs
Supplier Reservation Costs
January 1, 1996 to March 31, 1996
System Winter Summer
North/East $441,529 0
South /Central/Terre Haute $279,235 0
Greensburg $ 6,212 0
Amendment
Seller and Buyer agree that this Appendix D may be
amended from time to time by mutual agreement of the
Parties, which ultimately will be memorialized in a revised
Appendix D.
INDIANA ENERGY SERVICES, INC. INDIANA GAS COMPANY, INC.
By: /s/Carl L. Chapman By: /s/Jerrold L. Ulrey
Carl L. Chapman Jerrold L. Ulrey
Its: President Its: Vice President-Gas Supply & Rates
Appendix E- Commodity Purchases
This Appendix E addresses the gas supply and other
variable costs applicable to Nominated Daily Quantities, as
identified below.
For Monthly Baseload Purchases:
Buyer shall pay to Seller each Contract Month an amount
determined by multiplying the monthly baseload quantities of
Gas scheduled for Buyer's purchase under this Agreement
during the Contract Month, by a price per MMBtu determined
using the first monthly index for Inside FERC's GAS MARKET
REPORT, in the table "PRICES OF SPOT GAS DELIVERED TO
INTERSTATE PIPELINES" for the applicable zone, specified
below, for the applicable month. In addition, all other
applicable variable costs as identified below shall apply.
For Daily Swing Purchases:
Buyer shall pay to Seller each Contract Month an amount
determined by summing all applicable "Daily Amounts" for the
Contract Month. A "Daily Amount" shall be calculated for
each day during the Contract Month for which Buyer has
scheduled daily swing quantities of Gas for purchase. The
"Daily Amounts" shall be determined by multiplying (a) the
swing quantities of gas scheduled for the particular day of
the Contract Month, by (b) a price per MMBtu determined
using the arithmetic average of the high and low prices in
the price range reported in Gas Daily, in the table "DAILY
PRICE SURVEY", for the applicable zone, specified below, for
the applicable day. As to any day for which Gas Daily for
any reason (e.g. holidays and weekends) does not publish the
above referenced prices, the applicable prices shall be that
utilized for the last prior day such is published. In
addition, all other applicable variable costs as identified
below shall apply.
For Other Purchases:
For any purchases not covered by a specified pricing
method, pricing shall be as negotiated and mutually agreed
to in writing by the Parties.
For Summer Storage Refill:
For summer refill of leased storage, Buyer shall pay to
Seller an amount based on averaging the seven Summer monthly
indices as defined above for Monthly Baseload Purchases, for
the applicable supply area, and based upon presuming storage
refill quantities to be equally split between the summer
months. For summer refill of company storage, the parties
will agree on the extent to which an index average method
will be used, after consideration of the operational
scheduling needs of company storage. In addition, all other
applicable variable costs as identified below shall apply.
For Storage Withdrawals:
For quantities of storage withdrawals for which Buyer
has previously paid for commodity, all applicable other
variable costs as identified below shall apply.
Appendix E- Commodity Purchases
System Applicable Monthly Indices
North/East PEPL - Texas, Oklahoma
ANR - Louisiana
Central/Terre Haute Texas Gas - Zone 1
Texas Gas - Zone SL
South Texas Gas - Zone 1
Texas Gas - Zone SL
Greensburg/Westport TETCO - East Louisiana
TETCO - West Louisiana
TETCO - East Texas
TETCO - South Texas
Trunkline - Field Zone (Texas, La.)
System Applicable Daily Indices
North/East PEPL - Oklahoma
ANR - Louisiana-Onshore South
Central/Terre Haute Texas Gas SL - Louisiana-Onshore
South
Texas Gas (entire Z1) - East Texas-North
La. Area
South Texas Gas SL - Louisiana-Onshore
South
Texas Gas (entire Z1) - East Texas-North
La. Area
Greensburg/Westport TETCO (ELA) - Louisiana-Onshore
South
TETCO (WLA) - Louisiana-Onshore South
TETCO (ETX) - East Texas - North La.
Area
TETCO (STX) - South - Corpus Christi
Trunkline - East - Houston - Katy
Trunkline - South - Corpus Christi
Trunkline - Louisiana - Onshore South
APPENDIX E- Commodity Purchases - Other Variable Costs
The other variable costs shall be determined based upon
the rates and charges applicable under each Transporter's
Tariff, including the sheets identified below, as well as
other applicable sheets, as all of those sheets may be in
effect from time to time, and costs arising under applicable
agreements, including the agreements identified below, as
well as this Agreement.
North/East
PEPL
Contract No. Tariff Sheet No.
11713 Sheet No. 11
11714 Sheet No. 5
11715 Sheet No. 5
11716 Sheet No. 5
11717 Sheet No. 5
11719 Discounted Rate Agreement
11720 Discounted Rate Agreement
11721 Sheet No. 5
12044 Sheet No. 11
12045 Sheet No. 5
APPENDIX E - Commodity Purchases - Other Variable Costs
North/East
ANR
Contract No. Tariff Sheet No.
X-22 Sheet No. 16
Sheet No. 14
Sheet No. 15
Sheet No. 19
19100 Sheet No. 7
Sheet No. 17
Sheet No. 17A
Sheet No. 19
20250 Sheet No. 7
Sheet No. 17
Sheet No. 17A
Sheet No. 19
20300 Sheet No. 7
Sheet No. 17
Sheet No. 17A
Sheet No. 19
32300 Sheet No. 10
Sheet No. 19
33050 Sheet No. 10
Sheet No. 19
70300 Sheet No. 68G
APPENDIX E - Commodity Purchases - Other Variable Costs
Central/Terre Haute System
Texas Gas G-3
Contract No. Tariff Sheet No.
N0325 Sheet No. 10
Sheet No. 14
T3780 Sheet No. 11
Sheet No. 11A
Sheet No. 14
South System
Texas Gas G-4
Contract No. Tariff Sheet No.
N0420 Sheet No. 10
Sheet No. 14
T3739 Sheet No. 11
Sheet No. 11A
Sheet No. 14
APPENDIX E - Commodity Purchases - Other Variable Costs
Greensburg System
Texas Eastern
Contract No. Tariff Sheet No.
800171 Sheet No. 36
Sheet No. 126
Sheet No. 127
Sheet No. 128
Sheet No. 129
400109 Sheet No. 43
Sheet No. 126
Sheet No. 127
Sheet No. 128
Sheet No. 129
While Seller and Buyer agree that the identified tariff
sheets and agreements are intended to be a complete listing
of the applicable tariff sheets and applicable agreements,
they further agree that the omission of the reference of one
or more sheets or agreements from that list will not affect
Buyer's obligation to Seller for rates, charges and costs
incurred thereunder.
Amendment
Seller and Buyer agree that this Appendix E may be
amended from time to time by mutual agreement of the
Parties, which ultimately will be memorialized in a revised
Appendix E.
INDIANA ENERGY SERVICES, INC. INDIANA GAS COMPANY, INC.
By: /s/Carl L. Chapman By: /s/Jerrold L. Ulrey
Carl L. Chapman Jerrold L. Ulrey
Its: President Its: Vice President-Gas Supply & Rates
APPENDIX F - Management Services Fees
Portfolio Management Service Fee
Buyer shall pay to Seller a portfolio management
service fee derived as follows: In each month of year one
of the initial term of this Agreement, Buyer shall pay to
Seller a fee equal to one-twelfth of Buyer's annual costs,
projected for the twelve months ended December 31, 1996, to
otherwise perform the gas supply function (the "Base Year
Amount"). In year two, the Base Year Amount shall be
adjusted to reflect the annual effect of the application of
the Consumer Price Index for the preceding year, minus a
productivity factor of one percent, provided that, in no
event shall the adjustment be a negative number. The Base
Year Amount shall be similarly adjusted each year during the
term of the Agreement, each annual adjustment being
cumulative of all prior adjustments.
The Parties agree that in the event there occurs a
material change in the circumstances which resulted in the
execution of this Agreement, i.e., fundamental changes in
the natural gas market place or a significant change in the
nature or extent of the services to be provided or received
hereunder, and which materially impacts the portfolio
management service costs, the Parties will negotiate in good
faith to account for that material change in the
circumstances and to adjust the portfolio management service
fee accordingly.
Marketing Management Service Fee
Per Dth of Marketed Quantities
Fee Market Price Achieved
$0.01 $0.01-0.0599
$0.02 $0.06-0.0999
$0.03 $0.10-0.1399
$0.04 $0.14-0.1799
$0.05 $0.18-0.2199
$0.06 $0.22-0.2599
$0.07 $0.26-0.2999
$0.08 $0.30-0.3399
$0.09 $0.34-9.3799
$0.10 $0.38-0.4199
$0.11 $0.42-0.4599
$0.12 $0.46-0.4999
$0.13 $0.50-0.5399
$0.14 $0.54-0.5799
$0.15 $0.58-0.6199
$0.16 $0.62-0.6599
APPENDIX F - Management Services Fees
(Continued)
Amendment
Seller and Buyer agree that this Appendix F may be
amended from time to time by mutual agreement of the
Parties, which ultimately will be memorialized in a revised
Appendix F.
INDIANA ENERGY SERVICES, INC. INDIANA GAS COMPANY, INC.
By: /s/Carl L. Chapman By: /s/Jerrold L. Ulrey
Carl L. Chapman Jerrold L. Ulrey
Its: President Its: Vice President-Gas Supply & Rates
APPENDIX G- Notices
Invoice Information:
Buyer: Seller:
Indiana Gas Company, Inc. Brad McHenry
Corporate Accounting Indiana Energy Services, Inc.
Attn.: Judy Shular 1630 North Meridian Street
1630 North Meridian Street Indianapolis, IN 46202
Indianapolis, IN 46202 (317) 321-0353
(317) 321-0461
Payments:
Buyer: Seller:
National City Bank National City Bank
For the Account of: For the Account of:
Indiana Gas Company, Inc. Indiana Energy Services, Inc.
Supply Plans/Operational/Force Majeure:
Buyer: Seller:
Supply Plans Supply Plans
Mark Classick - (317) 321-0605 Brian Azman - (317) 321-0422
Operational Operational
Randy Gary - (317) 321-0507 Curt Hribernik - (317) 321-0610
Force Majeure Force Majeure
Randy Gary (317) 321-0507 Brian Azman - (317) 321-0422
Frank Lindsey (317) 321-0334 Curt Hribernik - (317) 321-0610
Gas Controller on Duty (317) 321-0535 John Talley - (317) 321-0479
Indiana Gas Company, Inc. Indiana Energy Services, Inc.
1630 North Meridian Street 1630 North Meridian Street
Indianapolis, IN 46202 Indianapolis, IN 46202
(317) 321-0787 (Telecopy) (317) 921-2760 (Telecopy)
All Other Notices:
Buyer: Seller:
Gas Control Department John R. Talley
Attn.: Randy Gary Indiana Energy Services, Inc.
1630 North Meridian Street 1630 North Meridian Street
Indianapolis, IN 46202 Indianapolis, IN 46202
APPENDIX G- Notices
(Continued)
Amendment
Seller and Buyer agree that this Appendix G may be
amended from time to time as provided in this Agreement,
which amendment ultimately will be memorialized in a revised
Appendix G.
INDIANA ENERGY SERVICES, INC. INDIANA GAS COMPANY, INC.
By: /s/Carl L. Chapman By: /s/Jerrold L. Ulrey
Carl L. Chapman Jerrold L. Ulrey
Its: President Its: Vice President-Gas Supply & Rates
APPENDIX H - Invoice/Payment Data
Invoice Date - On or before the tenth (10th) day after the Contract Month.
Due Date - Five (5) days after Receipt of Invoice.
Payment Method - By wire transfer to account specified on invoice.
Amendment
Seller and Buyer agree that this Appendix H may be
amended from time to time by mutual agreement of the
Parties, which amendment ultimately will be memorialized in
a revised Appendix H.
INDIANA ENERGY SERVICES, INC. INDIANA GAS COMPANY, INC.
By: /s/Carl L. Chapman By: /s/Jerrold L. Ulrey
Carl L. Chapman Jerrold L. Ulrey
Its: President Its: Vice President-Gas Supply & Rates