[EXHIBIT 10ee TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/93]
Contract # .6428
SERVICE AGREEMENT
THIS AGREEMENT entered into this first day of June, 1993, by
and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware
corporation, hereinafter referred to as "Seller," first party,
and COLONIAL GAS COMPANY, hereinafter referred to as "Buyer,"
second party,
WITNESSETH
WHEREAS, pursuant to the requirements of Order Nos. 636, 636-A
and 636-B, issued by the Federal Energy Regulatory Commission,
Algonquin Gas Transmission Company ("Algonquin") has assigned to
several of its customers upstream capacity previously provided
under Seller's Rate Schedule X-284; and
WHEREAS, upon the effective date of the Agreement, the
contractual arrangement between Algonquin and Seller is terminated
and abandonment of service under Rate Schedule X-284 is automatically
authorized; and
WHEREAS, Buyer has been assigned a portion of Algonquin's
capacity previously provided under Rate Schedule X-284, and agrees
to such assignment and assumes, in part, Algonquin's obligations
pursuant to the Service Agreement and Seller's FT Rate Schedule
of Vol. 1 of its FERC Gas Tariff; and
WHEREAS, Seller will provide Incremental Leidy Line Annual
Firm Transportation service hereunder to Buyer pursuant to the Seller's
blanket certificate authorization and Rate Schedule FT for that portion
of assigned capacity designated hereinbelow.
NOW, THEREFORE, Seller and Buyer agree as follows:
ARTICLE I
GAS TRANSPORTATION SERVICE
1. Subject to the terms and provisions of this agreement
and of Seller's Rate Schedule FT, Buyer agrees to deliver or
cause to be delivered to Seller gas for transportation and Seller
agrees to receive, transport and redeliver natural gas to Buyer
or for the account of Buyer, on a firm basis, up to the dekatherm
equivalent of a Transportation Contract Quantity ("TCQ") of 557
Mcf per day.
2. Transportation service rendered hereunder shall not be
subject to curtailment or interruption except as provided in
Section 11 of the General Terms and Conditions of Seller's FERC
Gas Tariff.
ARTICLE II
POINT(S) OF RECEIPT
Buyer shall deliver or cause to be delivered gas at the
point(s) of receipt hereunder at a pressure sufficient to allow
the gas to enter Seller's pipeline system at the varying
pressures that may exist in such system from time to time;
provided, however, the pressure of the gas delivered or caused to
be delivered by Buyer shall not exceed the maximum operating
pressure(s) of Seller's pipeline system at such point (s) of
receipt. In the event the maximum operating pressure(s) of
Seller's pipeline system, at the point(s) of receipt hereunder,
is from time to time increased or decreased, then the maximum
allowable pressure(s) of the gas delivered or caused to be
delivered by Buyer to Seller at the point(s) of receipt shall be
correspondingly increased or decreased upon written notification
of Seller to Buyer. The point(s) of receipt for natural gas
received for transportation pursuant to this agreement shall be:
Point of Receipt
Interconnection between the facilities
of National Fuel and Seller at Wharton
in Potter County, Pennsylvania.
ARTICLE III
POINT(S) OF DELIVERY
Seller shall redeliver to Buyer or for the account of
Buyer the gas transported hereunder at the following
point(s) of delivery at a pressure(s) of:
Point of Delivery Pressure
Existing Centerville point Prevailing pressure
of interconnect between in Seller's pipeline
Algonquin Gas Transmission system not to exceed
Company and Seller located 750 psig
in Somerset County,
New Jersey
ARTICLE IV
TERM OF AGREEMENT
This agreement shall be effective as of June 1, 1993
and shall remain in force and effect until 8:00 a.m. Eastern
Standard Time June 1, 2008 and thereafter until terminated
by Seller or Buyer upon at least one year prior written
notice; provided, however, this agreement shall terminate
immediately and, subject to the receipt of necessary
authorizations, if any, Seller may discontinue service
hereunder if (a) Buyer, in Seller's reasonable judgment
fails to demonstrate credit worthiness, and (b) Buyer fails
to provide adequate security in accordance with Section 8.3
of Seller's Rate Schedule FT. As set forth in Section 8 of
Article II of Seller's August 7, 1989 revised Stipulation
and Agreement in Docket Nos. RP88-68 et.al., (a) pregranted
abandonment under Section 284.221(d) of the Commission's
Regulations shall not apply to any long term conversions
from firm sales service to transportation service under
Seller's Rate Schedule FT and (b) Seller shall not exercise
its right to terminate this service agreement as it applies
to transportation service resulting from conversions from
firm sales service so long as Buyer is willing to pay rates
no less favorable than Seller is otherwise able to collect
from third parties for such service.
ARTICLE V
RATE SCHEDULE AND PRICE
1. Buyer shall pay Seller for natural gas delivered
to Buyer hereunder in accordance with Seller's Rate Schedule
FT and the applicable provisions of the General Terms and
Conditions of Seller's FERC Gas Tariff as filed with the
Federal Energy Regulatory Commission, and as the same may be
legally amended or superseded from time to time. Such Rate
Schedule and General Terms and Conditions are by this
reference made a part hereof.
2. Seller and Buyer agree that the quantity of gas
that Buyer delivers or causes to be delivered to Seller
shall include the quantity of gas retained by Seller for
applicable compressor fuel, line loss make-up (and injection
fuel under Seller's Rate Schedule GSS, if applicable) in
providing the transportation service hereunder, which
quantity may be changed from time to time and which will be
specified in the currently effective Sheet No. 44 of Volume
No. 1 of this Tariff which relates to service under this
agreement and which is incorporated herein.
3. In addition to the applicable charges for firm
transportation service pursuant to Section 3 of Seller's
Rate Schedule FT, Buyer shall reimburse Seller for any and
all filing fees incurred as a result of Buyer's request for
service under Seller's Rate Schedule FT, to the extent such
fees are imposed upon Seller by the Federal Energy
Regulatory Commission or any successor governmental
authority having jurisdiction.
ARTICLE VI
MISCELLANEOUS
1. This Agreement supersedes and cancels as of the
effective date hereof the following contract(s):
Algonquin/Transcontinental Gas Pipe Line
Corporation former X-284 Agreement, dated November
1, 1985; specifically for that portion of capacity
provided in Article I above.
2. No waiver by either party of any one or more
defaults by the other in the performance of any provisions
of this agreement shall operate or be construed as a waiver
of any future default or defaults, whether of a like or
different character.
3. The interpretation and performance of this
agreement shall be in accordance with the laws of the State
of Texas, without recourse to the law governing conflict of
laws, and to all present and future valid laws with respect
to the subject matter, including present and future orders,
rules and regulations of duly constituted authorities.
4. This agreement shall be binding upon, and inure to
the benefit of the parties hereto and their respective
successors and assigns.
5. Notices to either party shall be in writing and
shall be considered as duly delivered when mailed to the
other party at the following address:
(a) If to Seller:
Transcontinental Gas Pipe Line Corporation
P.O. Box 1396
Houston, Texas 77251
Attention: Customer Service, Northern Market
Area
(b) If to Buyer:
Colonial Gas Company
P.O. Box 3064
40 Market Street
Lowell, MA 01853
Attention: Mr. John P. Harrington
Such addresses may be changed from time to time by mailing
appropriate notice thereof to the other party by certified
or registered mail.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be signed by their respective officers or
representatives thereunto duly authorized.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
(Seller)
By Thomas E. Skains
Senior Vice President
Transportation and Customer Services
COLONIAL GAS COMPANY
By John P. Harrington
Vice President, Gas Supply
May 27, 1993
[END OF EXHIBIT 10ee TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/93]