Schedule to Exhibit 10.47
Exhibit 10.47 references three material contracts:
Firm No Notice Transportation Agreement between Texas Gas
Transmission Corporation and LG&E (8-Year Term), effective
November 1, 1993, for the transmission of natural gas (the "8-
Year Agreement").
Firm No Notice Transportation Agreement between Texas Gas
Transmission Corporation and LG&E (2-Year Term), effective
November 1, 1993, for the transmission of natural gas (the "2-
Year Agreement").
Firm No Notice Transportation Agreement between Texas Gas
Transmission Corporation and LG&E (5-Year Term), effective
November 1, 1993, for the transmission of natural gas (the "5-
Year Agreement").
Pursuant to Item 601(a) and the instructions thereto, as all of the
listed contracts are substantially similar in all material
respects, except as to the initial term (length in years) of the
contracts, only the 8-Year Agreement has been filed with this
Annual report on Form 10-K for the year ended December 31, 1993.
The 2-Year Agreement and the 5-Year Agreement, while listed in the
Exhibit Index, have not been filed as Exhibits hereto.
As stated above, each contract is identical in all material
respects, save for the initial term (length in years) as specified
in "Article V. Term of Agreement." Under Article V, each contract
became effective November 1, 1993, and each shall be automatically
extended for an additional term of five years upon expiration of
the initial term. The initial term of the 8-Year Agreement is
eight years, expiring on October 31, 2001, while the initial term
of the 5-Year Agreement is five years, expiring on October 31,
1998, and the initial term of the 2-Year Agreement is two years,
expiring on October 31, 1995.
Contract No. NO415
FIRM NO NOTICE TRANSPORTATION AGREEMENT
between
TEXAS GAS TRANSMISSION CORPORATION
and
LOUISVILLE GAS AND ELECTRIC COMPANY
(8-YEAR TERM)
Effective
November 1, 1993
FIRM NO NOTICE TRANSPORTATION AGREEMENT
Rate Schedule NNS
THIS AGREEMENT, made and entered into this 1st day of
November, 1993, by and between Texas Gas Transmission Corporation,
a Delaware corporation, hereinafter referred to as "Texas Gas," and
Louisville Gas and Electric Company, a Kentucky corporation,
hereinafter referred to as "Customer,"
WITNESSETH:
WHEREAS, Customer was receiving a firm, bundled city-gate
sales service from Texas Gas on May 18, 1992, under provisions of
a sales service agreement effective November 1, 1992; and
WHEREAS, Customer desires to continue receiving the equivalent
transportation service formerly embedded in its bundled sales
service, or portion thereof, as no-notice service; and
WHEREAS, Texas Gas desires to provide and Customer desires to
receive such no-notice service under its NNS Rate Schedule on the
terms and conditions set forth herein;
NOW THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties hereto covenant and
agree as follows:
ARTICLE I. DEFINITIONS
1.1 The definitions in Section 3 of Rate Schedule NNS, as well as
Section 1 of the General Terms and Conditions of Texas Gas's FERC
Gas Tariff, are hereby incorporated by reference and made a part of
this Agreement.
ARTICLE II. QUANTITY
2.1 Pursuant to Texas Gas's Rate Schedule NNS and subject to the
terms and provisions of this Agreement, Customer agrees to deliver
or cause to be delivered to Texas Gas at the Point(s) of Receipt in
Exhibit "A" hereunder, gas for transportation and Texas Gas agrees
to receive, transport, and re-deliver to Customer at the Point(s)
of Delivery in Exhibit "B" hereunder, the daily and seasonal
quantities of gas set forth herein. The parties agree that the
transportation service provided hereunder shall be a firm service
provided by combining pipeline capacity (the "Nominated" portion of
the service) and storage capacity (the "Unnominated" portion of the
service) into a single transportation service.
2.2 The maximum daily quantity of gas which Texas Gas shall be
obligated to transport and re-deliver to Customer, and which
Customer shall be obligated to receive, is Customer's applicable
Contract Demand expressed on a seasonal basis as set forth below:
1
Daily
Contract Demand MMBtu/d
Winter 61,634
Summer 45,000
Shoulder Month (April) 57,480
Shoulder Month (October) 61,634
2.3 The above Contract Demands consist of a Nominated Daily
Quantity, for which Customer is responsible for scheduling the
delivery of gas supplies into Texas Gas's system, and an
Unnominated Daily Quantity, which is automatically delivered from
storage by Texas Gas to meet Customer's requirements. Those
quantities, expressed on a seasonal basis, are set forth below:
Nominated Daily Quantity MMBtu/d
Winter 49,000
Summer (except October) 45,000
October 49,000
Unnominated Daily Quantity MMBtu/d
Winter 12,634
Shoulder Month (April) 6,317
Shoulder Month (October) 8,844
2.4 Customer's Excess Unnominated Daily Quantity shall be 6,163
MMBtu per day, which is ten percent (10%) of its Winter Contract
Demand.
2.5 The maximum seasonal quantities of gas which Texas Gas shall
be obligated to transport and deliver to Customer, and which
Customer shall be obligated to receive, are Customer's Seasonal
Quantity Entitlements as set forth below:
Seasonal
Quantity Entitlement MMBtu
Winter 8,740,000
Summer 7,026,667
2.6 A portion of Customer's Winter Quantity Entitlement consists
of unnominated quantities of gas delivered by Texas Gas from
storage. The maximum net quantity of gas Texas Gas is obligated to
deliver to Customer from storage during any Winter Season is
Customer's Unnominated Seasonal Quantity, which is 1,516,000 MMBtu.
In addition to scheduling the receipt of Customer's Summer Quantity
Entitlement, Customer is also responsible for the re-delivery each
summer of that portion of Customer's Unnominated Seasonal Quantity
actually used the prior winter, as more fully set forth herein.
2
2.7 Customer shall reimburse Texas Gas for the Quantity of Gas
required for fuel, company use, and unaccounted for associated with
the transportation service hereunder in accordance with Section 16
of the General Terms and Conditions of Texas Gas's FERC Gas Tariff.
Texas Gas may adjust the fuel retention percentage as operating
circumstances warrant pursuant to Section 16 of the General Terms
and Conditions; however, such change shall not be retroactive.
Texas Gas agrees to give Customer thirty (30) days written notice
before changing such percentage.
2.8 Texas Gas, at its sole option, may, if tendered by Customer,
transport daily quantities in excess of Customer's Contract Demand.
2.9 In order to protect its system, the delivery of gas to its
customers and/or the safety of its operations, Texas Gas shall have
the right to vent excess natural gas delivered to Texas Gas by
Customer or Customer's supplier(s) in that part of its system
utilized to transport gas received hereunder. Prior to venting
excess gas, Texas Gas will use its best efforts to contact Customer
or Customer's supplier in an attempt to correct such excess
deliveries to Texas Gas. Texas Gas may vent such excess gas solely
within its reasonable judgment and discretion without liability to
Customer, and a pro rata share of any gas so vented shall be
allocated to Customer. Customer's pro rata share shall be
determined by a fraction, the numerator of which shall be the
quantity of gas delivered to Texas Gas at the Point of Receipt by
Customer or Customer's suppliers in excess of Customer's confirmed
nomination and the denominator of which shall be the total quantity
of gas in excess of total confirmed nominations flowing in that
part of the Texas Gas's system utilized to transport gas,
multiplied by the total quantity of gas vented or lost hereunder.
2.10 Customer shall have the right to elect to reduce its Daily
Contract Demand by an amount up to the Daily Contract Demand which
was contracted for by Customer to serve any end use customer of
Customer which is bypassed to Texas Gas. Any such reduction right,
if exercised by customer providing thirty (30) days prior written
notice, shall be effective on the day which such end use Customer
commences receipt of direct or indirect deliveries of natural gas
from Texas Gas. To the extent that Texas Gas bypasses an end-use
customer of Customer and Texas Gas enters into a firm contract with
the end-use customer pursuant to which the end-use customer shall
be responsible for the transition costs associated with such
Contract Demand, Texas Gas shall adjust any Order 636 transition
costs billed to Customer to reflect Customer's loss of such end-use
customer load. If Customer recommences service to any such end-use
customer, in whole or in part, Customer's Daily Contract Demand may
be increased, at Customer's request, by an amount up to the prior
such reduction made for that particular end-use customer, subject
to the availability of capacity and FERC authorization, if
applicable.
3
ARTICLE III. SCHEDULING OF
CUSTOMER'S NOMINATED DAILY QUANTITY
3.1 This Article III only applies to the scheduling of the
Nominated Daily Quantity portion of Customer's Contract Demand and
not to the Unnominated Daily Quantity of Unnominated Seasonal
Quantity delivered from storage.
3.2 Customer shall be obligated five (5) working days prior to the
end of each month to furnish Texas Gas with a schedule of the
estimated daily quantity(ies) of gas it desires to be received,
transported, and redelivered for the following month. Such
schedules will show the quantity(ies) of gas Texas Gas will receive
from Customer at the Point(s) of Receipt, along with the identity
of the supplier(s) that is delivering or causing to be delivered to
Texas Gas quantities for Customer's account at each Point of
Receipt for which a nomination has been made.
3.3 Customer shall give Texas Gas, after the first of the month,
twenty-four (24) hours notice prior to the commencement of any day
in which Customer desires to change the quantity(ies) of gas it has
scheduled to be delivered to Texas Gas at the Point(s) of Receipt.
If Customer's nomination change does not require Texas Gas to
interrupt service to another customer, Texas Gas will agree to
waive this 24-hour prior notice and implement nomination changes
requested by customer to commence in such lesser time frame subject
to Texas Gas's being able to confirm and verify such nomination
change at both receipt and delivery points, and receive PDA's
reflecting this nomination change at both receipt and delivery
points. Texas Gas will use its best efforts to make the nomination
change effective at the time requested by customer; however, if
Texas Gas is unable to do so, the nomination change will be
implemented as soon as confirmation is received.
ARTICLE IV. POINTS OF RECEIPT AND DELIVERY
AND SUPPLY LATERAL ALLOCATION
4.1 Customer shall deliver or cause to be delivered natural gas to
Texas Gas at the Point(s) of Receipt specified in Exhibit "A"
attached hereto and Texas Gas shall redeliver gas to Customer or
for the account of Customer at the Point(s) of Delivery specified
in Exhibit "B" attached hereto, in accordance with Sections 7 and
15 of the General Terms and Conditions of Texas Gas's FERC Gas
Tariff.
4.2 Customer's preferential capacity rights on each of Texas Gas's
supply laterals shall be as set forth in Exhibit "C" attached
hereto, in accordance with Section 34 of the General Terms and
Conditions of Texas Gas's FERC Gas Tariff.
4
ARTICLE V. TERM OF AGREEMENT
5.1 This Agreement shall become effective November 1, 1993, and
shall remain in full force and effect for a primary term of eight
(8) years ending October 31, 2001. At the end of such primary
term, or any subsequent rollover term, this Agreement shall
automatically be extended for an additional rollover term of five
(5) years, unless Customer terminates this Agreement at the end of
such primary or rollover term by giving Texas Gas at least 365 days
advance written notice prior to the expiration of the primary term
or any subsequent rollover term.
ARTICLE VI. POINT OF MEASUREMENT
6.1 The gas shall be measured or caused to be measured by Customer
and/or Texas Gas at the Point(s) of Measurement which shall be as
specified in Exhibits A, A-I, and B herein. In the event of a line
loss or leak between the Point of Measurement and the Point of
receipt, the loss shall be determined in accordance with the
methods described in Section 3, "Measuring and Measuring
Equipment," contained in the General Terms and Conditions of First
Revised Volume No. 1 of Texas Gas's FERC Gas Tariff.
ARTICLE VII. FACILITIES
7.1 Texas Gas and Customer agree that any facilities required at
the Point(s) of receipt, Point(s) of Delivery, and Point(s) of
Measurement, shall be installed, owned, and operated as specified
in Exhibits A, A-I, and B herein. Customer may be required to pay
or cause Texas Gas to be paid for the installed cost of any new
facilities required as contained in Sections 1.3, 1.4 and 1.5 of
Texas Gas's FT Rate Schedule. Customer shall only be responsible
for the installed cost of any new facilities described in this
Section if agreed to in writing between Texas Gas and Customer.
ARTICLE VIII. RATES AND CHARGES
8.1 Unless otherwise agreed to in writing by Texas Gas and
Customer, Customer shall pay to Texas Gas each month a Reservation
Charge which shall consist of the applicable Contract Demand as
specified in this Agreement multiplied by the applicable demand
rate per MMBtu. The Reservation Charge shall be billed as of the
effective date of this Agreement. Unless otherwise agreed to in
writing by Texas Gas and Customer, Customer shall also pay Texas
Gas the Maximum Commodity Rate per MMBtu of gas delivered by Texas
Gas for no-notice transportation services rendered to Customer up
to Customer's applicable Contract Demand. For all gas quantities
delivered in excess of Customer's applicable Contract Demand on any
day, Customer shall pay the NNS Overrun Rate per MMBtu, as
described in the NNS Rate Schedule. In addition, Customer shall
pay any and all currently effective demand or commodity surcharges,
including but not limited to, the GRI Funding Unit, the FERC ACA
5
Unit Charge, Texas Gas's Take-or-Pay surcharge, and Order 636
Transition Costs surcharge.
If Texas Gas declares force majeure which renders it unable to
perform service for Customer under this Agreement either in whole
or part, then Customer shall be relieved
of its obligation to pay NNS demand charges for that part of its
NNS contract demand affected by such force majeure event until the
force majeure event is remedied.
Unless otherwise agreed to in writing by Texas Gas and
Customer, Texas Gas may, from time to time, and at any time
selectively after negotiation, adjust the rate(s) applicable to any
individual Customer; provided, however, that such adjusted rate(s)
shall not exceed the applicable Maximum Rate(s) nor shall they be
less than the Minimum Rate(s) set forth in the currently effective
Sheet No. 10 of Texas Gas's FERC Gas Tariff. If Texas Gas so
adjusts any rates to any Customer, Texas Gas shall file with the
Commission any and all required reports respecting such adjusted
rate.
8.2 In the event Customer utilizes a Secondary Point(s) of
Delivery for transportation service herein, Customer will continue
to pay the monthly reservation charges as described in Section 8.1
above. In addition, Customer will pay the maximum commodity charge
applicable to the zone in which gas is delivered up to Customer's
applicable Contract Demand and the maximum overrun commodity charge
for any quantities delivered by Texas Gas in excess of Customer's
Seasonal Quantity Entitlement. Customer also agrees to pay the
ACA, Take-or-Pay Surcharge, GRI charges, fuel retention charge, and
any other effective surcharges, if applicable, as described in
Section 8.1 above.
8.3 It is further agreed that Texas Gas may seek authorization
from the Commission and/or other appropriate body for such changes
to any rate(s) and terms set forth herein or in Texas Gas's tariff,
as may be found necessary to assure Texas Gas just and reasonable
rates. Nothing herein contained shall be construed to deny
Customer any rights it may have under the Natural Gas Act, as
amended, including the right to participate fully in rate
proceedings by intervention or otherwise to contest increased rates
in whole or in part.
8.4 Customer agrees to fully reimburse Texas Gas for all filing
fees, if any, associated with the service contemplated herein which
Texas Gas is required to pay to the Commission or any agency having
or assuming jurisdiction of the transactions contemplated herein.
8.5 Customer agrees to execute or cause its supplier or processor
to execute a separate agreement with Texas Gas providing for the
transportation of any liquids and/or liquefiables, and agrees to
6
pay or reimburse Texas Gas, or cause Texas Gas to be paid or
reimbursed, for any applicable rates or charges associated with the
transportation of such liquids and/or liquefiables, as specified in
Section 24 of the General Terms and Conditions of Texas Gas' FERC
Gas Tariff.
ARTICLE IX. WINTER SERVICE
9.1 Customer will only be required to nominate into Texas Gas's
system a quantity of gas up to the Nominated Daily Quantity.
9.2 In addition to the Nominated Daily Quantity actually scheduled
by Customer, Texas Gas will adjust deliveries from storage up to
Customer's Unnominated Daily Quantity to meet Customer's city-gate
requirements up to Customer's Winter Contract Demand.
9.3 In addition, Customer may exceed its Unnominated Daily
Quantity by a quantity equal to its Excess Unnominated Daily
Quantity (i.e. 10% of its Winter Contract Demand) for up to two
consecutive gas days without a penalty; however, total deliveries
to the Customer may not exceed the Customer's Winter Contract
Demand. Texas Gas will notify the Customer within four (4) hours
of the end of the gas day in which Customer has exceeded its
Unnominated Daily Quantity. If the Customer does not cease taking
such Excess Unnominated Daily Quantity from Texas Gas's storage
after two consecutive gas days, then pipeline may assess a penalty
of $15 per MMBtu of such excess gas taken and may issue an
operational flow order requiring Customer to immediately inject
additional gas supply and/or reduce city-gate deliveries so that
the customer is no longer exceeding his Unnominated Daily Quantity.
9.4 Monthly Maximum Withdrawal: No more than 50% of Customer's
Unnominated Seasonal Quantity shall be withdrawn in any consecutive
thirty (30) day period.
9.5 Seasonal Minimum and Maximum Withdrawal: No more than 105% of
Customer's Unnominated Seasonal Quantity shall be withdrawn by
March 1; provided further, that no less than 68% and no more than
100% of Customer's Unnominated Seasonal Quantity shall be withdrawn
by April 1 (the end of the Winter Season).
9.6 Adjusted Unnominated Daily Quantity: As Customer's Unnominated
Seasonal Quantity (USQ) is withdrawn, that portion of Customer's
Unnominated Daily Quantity (UDQ) available to Customer shall be
adjusted. Customer's Adjusted Unnominated Daily Quantity (UDQ)
shall be equal to the greater of its average winter daily
unnominated quantity (i.e., Customer's USQ divided by the total
number of Winter days the UDQ is available) or the applicable
percentage of its Unnominated Daily Quantity (UDQ) as set forth in
the following table:
7
% USQ Withdrawn % UDQ Available
75% 90%
80% 85%
85% 80%
90% 75%
Notwithstanding the adjustments described above, Customer's
UDQ shall be available for a total of 120 days each Winter Season.
9.7 During the Winter Season, Texas Gas will also inject gas into
storage on a best efforts basis as part of NNS service. Although
such injections will be done on a best efforts basis, Texas Gas
will be presumed, unless it gives notice to the contrary, to be
able to inject into storage such quantities of gas as to take into
account routine variations in no-notice deliveries. If Texas Gas
is unable to make such best efforts injections, it will advise
Customer by posting on its electronic bulletin board. However, no
presumption will exist for non-routine situations (e.g. injections
in excess of 15% of Customer's Winter Contract Demand or sustained
injections of more than five days) and Customer must give 24 hours
advance written notice to Texas Gas of quantities it desires to
inject into storage, so that Texas Gas can determine the extent to
which it can make such injections and adjust its operations
accordingly.
ARTICLE X. SUMMER SERVICE
10.1 Texas Gas shall deliver to Customer at the city-gate during
each Summer Season up to the Customer's Summer Contract Demand and
Summer Quantity Entitlement as nominated by Customer.
10.2 Pursuant to the provisions set forth below, Customer shall
deliver in kind to Texas Gas during each Summer Season a quantity
of gas equal to that portion of Customer's Unnominated Seasonal
Quantity actually utilized by Customer (including any in-field
transfers pursuant to Section 25.8(c) of the General Terms and
Conditions of this tariff) during the prior Winter Season (as well
as any Shoulder Month quantities delivered to customer during the
Summer Season). Customer shall reserve and utilize such portion of
its Summer Contract Demand as necessary to redeliver such volumes
into storage.
10.3 Maximum Daily Injection Quantity: To protect the storage
formations and allow uniform filling of the storage reservoirs,
Customer will be required to adhere to certain injection limits
(calculated as a percentage of the Unnominated Seasonal Quantity),
throughout the summer injection period. During the Summer Season
Customer may, on a daily basis, inject according to the following
table:
8
% of Unnominated Maximum Available
Seasonal Quantity Injection Rate
Injected % of USQ
0% - 65% 1.3%
65% - 90% 1.1%
> 90% 0.6%
10.4 Inventory verification tests will be conducted on a
semiannual basis. These tests require the temporary suspension of
individual storage field activities (injections and withdrawals)
for a period of approximately two weeks. If conditions will not
permit the full maximum daily injection or withdrawal quantity,
Texas Gas may temporarily adjust the limit and allow make-up
quantities on succeeding days. Texas Gas will provide at least 45
days prior notice in regard to the scheduling of these shut-in
periods.
10.5 During the Summer Season (except as provided in Section 11
below), Texas Gas will also withdraw gas from storage on a best
efforts basis as part of the NNS service. Although such withdrawals
will be done on a best efforts basis, Texas Gas will be presumed,
unless it gives notice to the contrary, to be able to withdraw from
storage such quantities of gas as to take into account routine
variations in no-notice services. If Texas Gas is unable to make
such best efforts withdrawals, it will advise Customer by posting
on its electronic bulletin board. However, no presumption will
exist for non-routine situations (e.g. withdrawals in excess of
10% of Customer's Winter Contract Demand or sustained withdrawals
of more than five days) and Customer must give 24 hours advance
written notice to Texas Gas of quantities it desires to withdraw
from storage, so that Texas Gas can determine the extent to which
it can make such withdrawals and adjust its operations accordingly.
10.6 To assist Texas Gas's operational and maintenance scheduling
through the Summer Season, Customer will notify Texas Gas by April
1 of each year, with updates monthly, of the quantities it intends
to inject monthly during the immediately upcoming Summer Season;
such injection schedule provided by Customer is a best efforts
estimate and may be revised as necessary. Texas Gas will use its
reasonable efforts to coordinate its test, maintenance, alteration
and repair activities during such Summer Season to accommodate
Customer's request.
ARTICLE XI. SHOULDER MONTH FLEXIBILITY
11.1 During the Shoulder Months of April and October, Texas Gas
will deliver to Customer at the city-gate the Customer's Shoulder
Month Contract Demand, which shall, unless otherwise agreed, be the
sum of Customer's Summer Contract Demand, Customer's Excess
9
Unnominated Quantity and the applicable percentage as set forth
below of Customer's Unnominated Daily Quantity for the Winter
Season:
Shoulder Month Percent of Unnominated Daily Quantity
April 50%
October 70%
In the event that Customer's Unnominated Seasonal Quantity is
available in quantities sufficient to support additional access to
Customer's Unnominated Daily Quantity the applicable percentage
available to Customer during such Shoulder Month will be as
follows:
% of Unnominated % of Unnominated
Shoulder Month Seasonal Quantity Withdrawn Daily Quantity
Available
April/October 75% 90%
80% 85%
85% 80%
90% 75%
95% 70%
Although such Shoulder Month Contract Demand shall be
available during any day of the Shoulder Month, it shall only be
available for a maximum of fifteen (15) gas days during such month.
However, Customer shall neither exceed nor be billed in excess of
the applicable Winter Daily Contract Demand set forth in Article
2.2.
11.2 In the event that Customer's Unnominated Seasonal Quantity
has been exhausted prior to the April Shoulder Month period,
Customer shall retain access to fifty (50) percent of its
Unnominated Daily Quantity up to an aggregate monthly total
equivalent to ten (10) percent of Customer's Unnominated Seasonal
Quantity, as set forth above from that date until April 30.
ARTICLE XII. MISCELLANEOUS
12.1 Texas Gas's Transportation Service hereunder shall be
subject to receipt of all requisite regulatory authorizations from
the Commission, or any successor regulatory authority, and any
other necessary governmental authorizations, in a manner and form
acceptable to Texas Gas. The parties agree to furnish each other
with any and all information necessary to comply with any laws,
orders, rules, or regulations.
12.2 Except as may be otherwise provided, any notice, request,
demand, statement, or bill provided for in this Agreement or any
notice which a party may desire to give the other shall be in
writing and mailed by regular mail, or by postpaid registered mail,
10
effective as of the postmark date, to the post office address of
the party intended to receive the same, as the case may be, or by
facsimile transmission, as follows:
Texas Gas
Texas Gas Transmission Corporation
3800 Frederica Street
Post Office Box 1160
Owensboro, Kentucky 42302
Attention: Gas Revenue Accounting (Billings and Statements)
Nomination & Allocation (Nominations)
Transportation & Exchange (Contractual Matters)
Marketing Services (Other Matters)
Fax #: 502/926-8686
Customer
Louisville Gas and Electric Company
220 West Main Street
Post Office Box 32010
Louisville, Kentucky 40232
Attention: Gas Supply Department
The address of either party may, from time to time, be changed
by a party mailing, by certified or registered mail, appropriate
notice thereof to the other party. Furthermore, if applicable,
certain notices shall be considered duly delivered when posted to
Texas Gas's Electronic Bulletin Board, as specified in Texas Gas's
Tariff.
12.3 This Agreement shall be governed by the laws of the State of
Kentucky.
12.4 Each party agrees to file timely all statements, notices,
and petitions required under the Commission's Regulations or any
other applicable rules or regulations of any governmental authority
having jurisdiction hereunder and to exercise due diligence to
obtain all necessary governmental approvals required for the
implementation of this Transportation Agreement.
12.5 All terms and conditions of Rate Schedule NNS and the
attached Exhibits A, A-I, B, and C are hereby incorporated to and
made a part of this Agreement.
12.6 This contract shall be binding upon and inure to the benefit
of the successors, assigns, and legal representatives of the
parties hereto.
12.7 Neither party hereto shall assign this Agreement or any of
its rights or obligations hereunder without the consent in writing
of the other party. Notwithstanding the foregoing, either party
may assign its right, title and interest in, to and by virtue of
this Agreement including any and all extensions, renewals,
amendments, and supplements thereto, to a trustee or trustees,
11
individual or corporate, as security for bonds or other obligations
or securities, without such trustee or trustees assuming or
becoming in any respect obligated to perform any of the obligations
of the assignor and, if any such trustee be a corporation, without
its being required by the parties hereto to qualify to do business
in the state in which the performance of this Agreement may occur,
nothing contained herein shall require consent to transfer this
Agreement by virtue of merger or consolidation of a party hereto or
a sale of all or substantially all of the assets of a party hereto,
or any other corporate reorganization of a party hereto.
12.8 This Agreement insofar as it is affected thereby, is subject
to all valid rules, regulations, and orders of all governmental
authorities having jurisdiction.
12.9 No waiver by either party of any one or more defaults by the
other in the performance of any provisions hereunder shall operate
or be construed as a waiver of any future default or defaults
whether of a like or a different character.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective representatives
thereunto duly authorized, as indicated below.
ATTEST: TEXAS GAS TRANSMISSION CORPORATION
___________________________ By_________________________________
Secretary Vice President
Date of Execution by Texas Gas:
___________________________
WITNESSES: LOUISVILLE GAS AND ELECTRIC COMPANY
___________________________ By WENDY C. HECK
Vice President
___________________________ Attest: BEVERLY J. BRADFORD
Date of Execution by Customer:
10-22-93
12
Firm No-Notice Transportation Agreement
Exhibit "A"
Firm Point(s) of Receipt
LOUISVILLE GAS AND ELECTRIC COMPANY
Meter Daily Firm
Zone Number Name Capacity (MMBtu)
1 2145 Claiborne 13,455
1 9303 Helena #2 10,000
1 8063 Pineville (LIG) 20,000
1 2631 Calhoun Plant 5,000
1 2020 Arkla-Perryville 10,000
1 8760 Lonewa 15,000
1 2102 Champlin 16,715
3 9868 U.Cities-Barnsley (ref. #9404) 12,000
3 2399 ANR-Slaughters (ref. #8082) 20,000
SL 2774 Vermillon 256D 951
SL 9342 Vermillon 255/256E 225
SL 2776 S.S. 248D 4,811
SL 2781 S.S. 247F 3,592
SL 2782 Vermillon 267C 1,254
SL 9446 NGPL - Lowry 6,161
SL 9003 Egan 19,379
SL 9044 EDC-N. Parcperdue 3,040
SL 9135 WC167/HIOS Mainline 3,800
SL 2770 Vermillon 267F 2,116
SL 2840 Unical - N Fresh Bayou 15,789
SL 2550 EI 293/308/315 11,592
SL 2845 Lake Pagie 3,007
SL 9471 Sohio 5,743
SL 9887 HIA-555/A-557A/A-556 2,000
SL 2859 HIA-573B COMPLEX 17,743
SL 9383 WC 293/HI 167/HI 167-166 4,819
SL 8147 Mamou (ref. #8046) 2,092
SL 2790 Henry Hub 26,682
Notes: 1) Please refer to Sheet No. 14 in Texas Gas's FERC Gas
Tariff, First Revised Volume No. 1 for Fuel
Retention Percentages.
2) Further information on Receipt Point Description,
Facilities, and MAOP can be found under the Receipt
Point tab in Texas Gas's Gas Quest Manual.
13
Exhibit "A - 1"
Secondary Points of Receipt
SUPPLY
LATERAL SEGMENT METER NO. SUPPLY POINT
North Louisiana
Carthage - Haughton
2102 Champlin
9805 Delhi
9051 Grigsby
9860 Nelson-
Greenwood/Waskom
8116 Texas Eastern
-Sligo
9884 Valero-Carthage
Haughton - Sharon
8003 Barksdale
2455 Beacon
9866 Cornerstone-Ada
2173 Crystal Oil-West
Arcadia
2340 F.E. Hargraves
-Minden
2186 LGI #1
2456 McCormick
2459 Minden Pan
-Am #1
2457 Minden-Hunt
9819 Nelson-Sibley
9461 Olin-McGoldrick
2760 Sligo Plant
9834 Texaco-Athens
Sharon - East
2631 Calhoun Plant
2202 Ergon-Monroe
8760 Lonewa
8020 MRT-Bastrop
9302 Munce
9812 Par
Minerals/
Downsville
9823 Reliance-Bernice
2612 Reliance-West
Monroe
2634 Southwest-Guthrie
Sharon
2145 Claiborne
2010 Fina Oil-HICO
9818 PGC-Bodcaw
1
Exhibit "A-1"
Secondary Points of Receipt
SUPPLY
LATERAL SEGMENT METER NO. SUPPLY POINT
Sharon (Cont.)
2757 Texas Eastern -
Sharon
2756 Texas Eastern -
Sharon
(Master List)
West
Iowa-Eunice
2091 Caribbean-
China #1
2092 Caribbean-
China #2
2093 Caribbean-
China #3
9038 Coastal/ANR-Iowa
9839 Great Southern
- Woodlawn
8170 Iowa
9445 Kilroy Riseden-
Woodlawn
9890 Source Petroleum
-S. Elton #1
9896 Source Petroleum
-S. Elton #2
2883 Tee Oil-Woodlawn
9802 Trimble No. 1
Mallard Bay-Woodlawn
2140 California Co.
-South Thornwell
2615 Caroline Hunt
Sands-S.
Thornwell
2170 Cockrell-North Chalkley
9828 Denovo-Lake
Arthur
2207 Franks
Petroleum-
Chalkley
9028 Gas Energy
Development
-Hayes
2355 Humble-Chalkley
2383 IMC Wintershall-
Chalkley
9848 Lamson Onshore-
Mallard Bay
2
Exhibit "A - 1"
Secondary Points of Receipt
SUPPLY
LATERAL SEGMENT METER NO. SUPPLY POINT
West (Cont.)
8071 LRC-Mallard Bay
9813 Rio Bravo
2701 Samedan-N
Chalkley
2635 Shell-Chalkley
2266 South Mallard-
BayAmerical
2822 Superior-S.
Thornwell
9879 Total Minatone
-Bell City
2885 Union Texas
-Welsh
2853 Welsh Field
Southwest
East Cameron-Lowry
2581 E.C. 14
9872 E.C. 9A
2033 Little Chenlere
-Arco
2034 Little Chenlere
-Linder
2392 LRC-Grand
Chenlere
Lowry-Eunice
2860 Lake Arthur
9843 Mobile-Lowry
9446 NGPL - Lowry
2438 Willis Meter
Station
2431 Fletcher
-Schmeburger
2432 Fletcher
-Patterson
2433 Fletcher-IAMS
2434 Fletcher-
Young/Bert
2436 Caddo County,
OK
2437 Washita County,
OK
South
Egan-Eunice
9851 Booher-Iota
9003 Egan
Offshore points
entering at Egan 9130 E.I. 278/S.S.
247F
3
Exhibit "A - 1"
Secondary Points of Receipt
SUPPLY
LATERAL SEGMENT METER NO. SUPPLY POINT
South
Offshore points 9131 E.I. 278/S.S.
entering at Egan 248D
9128 E.I. 299/S.S.
271A
9129 E.I. 299/S.S.
271A/S.S.
271B
9122 E.I. 320/325A
9123 E.I. 342/366A
2793 E.I. 342/372A
9399 E.I. 342/384A
2787 E.I. 342A
2767 E.I. 342C
2786 E.I. 343B
9363 E.I. 349/349A
9364 E.I.
349/349A/349B
9369 E.I. 365A/365A/
348
2781 S.S. 247F
2776 S.S. 248D
2778 S.S. 271A
2785 S.S.
271B/271A/271B
2788 E.I. 365
9342 Vermillion
255/256E
2774 Vermillion
256D
9105 Vermillion
267/275A
9340 Vermillion
267/287A
9341 Vermillion
267/287A/276
9374 Vermillion
267/289A
2782 Vermillion 267C
2770 Vermillion 267F
9159 Vermillion
267/287A/277
Southeast
Lafayette - Eunice
2153 Branch-Cox
2125 Calif. Co.-North
Duson
2137 California Co.
-South Bosco #1
4
Exhibit "A - 1"
Secondary Points of Receipt
SUPPLY
LATERAL SEGMENT METER NO. SUPPLY POINT
Southeast (Cont.)
2138 California Co.
-South Bosco #2
2600 Cayman-anslem
Coulee
9852 CNG-South Rayne
2389 Duson
9837 Excel-Judice
8068 Exch. O&G-No.
Maurice
2601 Fina Oil-anslem
Coulee
8041 Florida
2290 Gulf Transport
-Church Pt
2148 Maurice Cox
9906 Quintana-South
Bosco
9005 Rayne-Columbia
Gulf
2045 Riceland-North
Tepetate
8067 South Scott
2810 Tidewater-North
Duson
8053 Youngsville
Henry-Lafayette
8190 Faustina-Henry
2790 Henry Hub
9822 Cities Service
-Nunez
Maurice - Freshwater
2147 CNG-Hell Hole
Bayou
2203 Deck Oil
-Perry/Hope
9808 Duhon/Parcperdue
9044 EDC-N.
Parcperdue
9160 LLOG-Abbeville
2394 LRC-Theall
9800 May Petroleum
2424 Mccain-Maurice
2748 Parc Perdue
2749 Parc Perdue 2
9830 R&R Res-Abbeville
2706 Sun Ray
2840 Unical-N Fresh
Bayou
5
Exhibit "A - 1"
Secondary Points of Receipt
SUPPLY
LATERAL SEGMENT METER NO. SUPPLY POINT
Southeast (Cont.)
Morgan City - Lafayette
2064 Amoco-Charenton
9803 Atlantic
9809 BH Petroleum-SE
Avery
2080 Bayou Sale
-British Am
2085 British
American-Ramos
9425 Charenton
9047 Florida Gas-E.B.
Pigeon
2454 FMP/Bayou
Postillion
2750 FMP/S Bayou
Pigeon
8059 Franklin
2208 Frantzen
9898 Hadson-East
Bayou Pigeon
2188 Lamson
9811 Lanaux-Jeff
Island
9854 Linder Oil-Bayou
Penchant
9853 Linder Oil-
Garden City
2189 Rutledge Deas
2636 Shell-Bayou
Pigeon
9902 Smith
Production-
Charenton
2035 Southwest
-Jeanerette
9895 Texaco-Bayou
Sale
8205 Transco-Myette
Point
9829 Trunkline
-Centerville
Morgan City - Lafayette
2832 Union Oil-Bayout
Pigeon
9350 Vulcan
9835 W.T. Burton-Lake
Palourde
9040 ANR-Calumet
(Rec.)
6
Exhibit "A - 1"
Secondary Points of Receipt
SUPPLY
LATERAL SEGMENT METER NO. SUPPLY POINT
Southeast (Cont.)
Offshore points
entering at Calumet
2583 EI 273A
2158 EI
273A/273A/284B
2584 EI 273B
2834 EI 276C
2771 EI 287D
2151 EI 292B
9339 EI 292B/286I
2550 EI 293/308/315
2773 EI 307E
2154 EI 309C
2155 EI 309G
2157 EI 309H
9886 EI
309H/309H/309J
2156 EI
314F/309C/314F
2780 SMI 11C
2425 SMI 161
2783 SS 204/219
Blk. 8-Morgan City
2198 Bois D'Arc
9142 Bois D'Arc
-Pelican Lake
2109 Chevron-Block
8
2638 Coon Point
2845 Lake Pagle
9817 Linder Oil-Bayou
Piquant
2460 Peltex Deep
Saline #1
2480 SS 41
9471 Sohio
9888 Star Oil & Gas
-Bay Junop
2755 Texaco-Bay Junop
9836 Texaco-Dog Lake
2463 Toce Oil
2850 Union Oil-N.
Lake Pagle
9883 Zelt-Lake Pagle
Thibodaux-Morgan
City 2250 A. Glassell
Chacahoula
2047 Alliance
Exploration
9029 Coastal
-Chacahoula
7
Exhibit "A - 1"
Secondary Points of Receipt
SUPPLY
LATERAL SEGMENT METER NO. SUPPLY POINT
Southeast (Cont.)
Thibodaux-Morgan
City (Cont.)
2835 Lake Palourde
9873 Linder Oil
-Chacahoula
2440 Magna-
Chacahoula #1
2445 Magna-St.
John #2
2470 Patterson
-Chacahoula
2135 Simon Pass
East
Bosco-Eunice
2015 Amerada Hess
2016 Amerada Hess
-South
Lewisburg
2385 D.B.
Mcclinton #1
2240 Faul Energy
9844 Germany Oil
-Church Point
2288 Great
Southern-
Mowata #2
9804 Great
Southern-
Mowata #3
2289 Great
Southern
-South
Lewisburg
8145 Ritchie
9119 Sevarg
2740 Superior-Pure
HIOS Offshore points
entering at
ANR-Eunice 9035 ANR-Eunice
9135 WC 167/HIOS
Main Line
HI 247
2868 HIA-244A/
A-231
8
Exhibit "A - 1"
Secondary Points of Receipt
SUPPLY
LATERAL SEGMENT METER NO. SUPPLY POINT
HIOS Offshore points
entering at ANR-Eunice
(Cont.) HI 283
9894 HIA-283/
A-231A
2855 HIA-285/A-282
HI 303
2858 HIA A-302/
A-303
HIA-345
2863 HIA-334A/
A-335
9327 HIA-345/
A-325A
HIA-498
2536 HIA-498/462/
VARIOUS
2867 HIA-462
9375 HIA-477/
A-462/
A-486
2534 HIA-498/A-489
2533 HIA-498/
A-489/
A-474
2535 HIA-498/
A-489/
A-499
9371 HIA-498/A-490
2856 HIA-498/A-517
HIA-539
2537 HIA-539/A-480
9365 HIA-539/A-511
9376 HIA-539/A-532
9328 HIA-539/A-550
9901 HIA-539/
A-552/A-551
9889 HIA-539/
A-552/A-553
2539 HIA-539/A-567
9380 HIA-539/A-568
9
Exhibit "A - 1"
Secondary Points of Receipt
SUPPLY
LATERAL SEGMENT METER NO. SUPPLY POINT
HIOS Offshore points
entering at ANR-
Eunice (Cont.) HIA-555
2857 HIA-531A
2861 HIA-536C
2862 HIA-537B
9127 HIA-537B/
A-537D/A-556
9308 HIA-555
9125 HIA-555/
A-537D/A-556
9887 HIA-555/
A-557A/A-556
HIA-573
2859 HIA-573B
COMPLEX
9909 HIA-573/
A-384/GB 224
2542 HIA-595CF
COMPLEX
HIA-582
9165 HIA-582/
A-561A
9133 HIA-582/
EB 110
9134 HIA-582/
EB 165
9377 HIA-582/EB-
160/VARIOUS
W.C. 294
9026 WC 167/132
9396 WC 293/
HI 120/
HI 120-128
9383 WC 293/
HI 167/
HI 167-166
2838 WC 294
9136 WC 167/
Near Shore
10
Exhibit "A - 1"
Secondary Points of Receipt
SUPPLY
LATERAL SEGMENT METER NO. SUPPLY POINT
Mainline
Bastrop-Eunice
2020 Arkla-
Perryville
9870 Channel
Explo.-
Chicksaw Creek
9826 Delhi-Ewing
8112 Evangeline
2361 Guffrey
-Millhaven
9877 Hadson-Olla/
Summerville
9814 Hogan-Davis
Lake
8147 Mamou
8063 Pineville
(LIG)
3800 Pooling
Receipt-
Zone O
Bastrop-Eunice
9832 Wintershall
-Clarks
Bastrop-North
2399 ANR-
Slaughters
2061 BeeHunter
2072 Blair
8125 Dyersburg
2373 HarKen/
Addison-
G #1
2352 HarKen/Cox
2376 HarKen/I.C.C.
#12
2379 HarKen/I.C.C.
#15
2022 HarKen/I.C.C.
#16
2381 HarKen/I.C.C.
#17
2367 HarKen/I.C.C.
#9
9530 HarKen/Murray
2362 HarKen/P.
Gannon
Est. #1
2351 HarKen/Qualls
2966 HarKen/
Stearman #1
2960 HarKen/W. Ky.
#1
11
Exhibit "A - 1"
Secondary Points of Receipt
SUPPLY
LATERAL SEGMENT METER NO. SUPPLY POINT
Mainline (Cont.)
Bastrop-North
(Cont.)
2962 HarKen/W. Ky.
#2
2375 HarKen/W. Ky.
#6
2087 Heathville
-Trenton
9303 Helena #2
9876 Hux Oil
-Russellville
1715 Lebanon-
Columbia
1247 Lebanon-
Congas
1859 Lebanon-Texas
Eastern
9527 Liberty-South
Hill
3801 Pooling
Receipt-
Zone 1
9525 Pride Energy
No. 1
9931 Reynolds-
Narge
Creek
2648 Spears
5700 Storage
Receipt
9868 United Cities
-Barnsley
12
EXHIBIT "B"
FIRM POINT(S) OF DELIVERY
LOUISVILLE GAS AND ELECTRIC COMPANY
Nomination
Point Meter MAOP MDP*
No. No. Name/Description Facilities (psig) (psig)
- ----------------------------------------------------------------------------------------------
1. 1529 Louisville Gas and Electric Company Z-4
BARDSTOWN ROAD - LON 85-36-0, LAT 38-12-0,
Jefferson County, KY (#1524) (1) 675 400
BEDFORD-LG&E - LON 85-18-15, LAT 38-34-30,
Trimble Countym, KY (#1523) (1) 810 400
CRESTWOOD - LON 85-25-15, LAT 38-20-0,
Oldham County, KY (#1525) (1) 810 400
DOE RUN - LON 86-2-30, LAT 37-55-30,
Meade County, KY (#1526) (1) 810 400
ELDER PARK - LON 85-25-0, LAT 38-22-0,
Oldham County, KY (#1527) (1) 810 400
ELLINGSWORTH LANE - LON 85-33-0, LAT 38-13-15,
Jefferson County, KY (#1528) (1) 810 350
LAGRANGE - LON 85-24-15, LAT 38-24-0,
Oldham County, KY (#1531) (1) 810 400
PENILE ROAD - LON 85-47-0, LAT 38-6-0,
Jefferson County, KY (#1535) (1) 674 400
PRESTON STREET ROAD - LON 85-41-30, LAT 38-9-45,
Jefferson County, KY (#1536) (1) 674 400
* Minimum Delivery Pressure
(1) Measurement facilities are owned, operated, and maintained by Texas Gas Transmission
Corporation.
B-1
Firm No.-Notice Transportation Agreement
Exhibit "C"
Supply Lateral Capacity
LOUISVILLE GAS AND ELECTRIC COMPANY
Preferential Rights
Supply Lateral MMBtu/d
Zone 1 Supply Lateral(s)
- ------------------------
North Louisiana Leg: 50,170
-------
Total Zone 1: 50,170
Zone SL Supply Lateral(s)
- -------------------------
East Leg: 0
Southeast Leg: 65,853
South Leg: 32,328
Southwest Leg: 22,648
West Leg: 0
WC-294: 4,819
HIOS: 23,543
-------
Total Zone SL: 149,191
-------
Grand Total: 199,361
-------