[EXHIBIT 10rr TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
SERVICE AGREEMENT
APPLICABLE TO TRANSPORTATION OF NATURAL GAS
UNDER RATE SCHEDULE FTNN
AGREEMENT made as of this first day of October,
1993, by and between CNG TRANSMISSION CORPORATION, a
Delaware corporation, hereinafter called "Pipeline," and
COLONIAL GAS COMPANY, a Massachusetts corporation,
hereinafter called "Customer."
WITNESSETH: That, in consideration of the mutual
covenants herein contained, the parties hereto agree as
follows:
ARTICLE I
Quantities
A. During the term of this Agreement, Pipeline
will transport for Customer, on a firm basis, and Customer
may furnish, or cause to be furnished, to Pipeline natural
gas for such transportation, and Customer will accept, or
cause to be accepted, delivery from Pipeline of the
quantities Customer has tendered for transportation.
B. The maximum quantities of gas which Pipeline
shall deliver and which Customer may tender shall be as set
forth on Exhibit A, attached hereto.
ARTICLE II
Rate
A. Unless otherwise mutually agreed in a written
amendment to this Agreement, beginning on October 1, 1993,
Customer shall pay Pipeline for transportation services
rendered pursuant to this Agreement, the maximum rates and
charges provided under Rate Schedule FTNN set forth in
Pipeline's effective FERC Gas Tariff, including applicable
surcharges and the Fuel Retention Percentage.
B. Pipeline shall have the right to propose,
file and make effective with the Federal Energy Regulatory
Commission or any other body having jurisdiction, revisions
to any applicable rate schedule, or to propose, file, and
make effective superseding rate schedules for the purpose of
changing the rate, charges, and other provisions thereof
effective as to Customer; provided, however, that (i)
Section 2 of Rate Schedule FTNN "Applicability and Character
of Service," (ii) term, (iii) quantities, and (iv) points of
receipt and points of delivery shall not be subject to
unilateral change under this Article. Said rate schedule or
superseding rate schedule and any revisions thereof which
shall be filed and made effective shall apply to and become
a part of this Service Agreement. The filing of such
changes and revisions to any applicable rate schedule shall
be without prejudice to the right of Customer to contest or
oppose such filing and its effectiveness.
ARTICLE III
Term of Agreement
Subject to all the terms and conditions herein,
this Agreement shall be effective as of October 1, 1993, and
shall continue in effect for a primary term through and
including March 31, 2003, and from year to year thereafter,
until either party terminates this Agreement by giving
written notice to the other at least twelve months prior to
the start of the next contract year.
ARTICLE IV
Points of Receipt and Delivery
The Points of Receipt and Delivery and the maximum
quantities for each point for all gas that may be received
for Customer's account for transportation by Pipeline shall
be as set forth on Exhibit A.
ARTICLE V
Regulatory Approval
Performance under this Agreement by Pipeline and
Customer shall be contingent upon Pipeline and Customer
receiving all necessary regulatory or other governmental
approvals upon terms satisfactory to each. Should Pipeline
or Customer be denied such approvals to provide or continue
the service contemplated herein or to construct and operate
any necessary facilities therefor upon the terms and
conditions requested in the application therefor, then
Pipeline's and Customer's obligations hereunder shall
terminate.
ARTICLE VI
Incorporation By Reference of Tariff Provisions
To the extent not inconsistent with the terms and
conditions of this Agreement, the following provisions of
Pipeline's effective FERC Gas Tariff, and any revisions
thereof that may be made effective hereafter are hereby made
applicable to and a part hereof by reference:
1. All of the provisions of Rate Schedule
FTNN, or any effective superseding rate schedule or
otherwise applicable rate schedule; and
2. All of the provisions of the General
Terms and Conditions, as they may be revised or superseded
from time to time.
ARTICLE VII
Miscellaneous
A. No change, modification or alteration of this
Agreement shall be or become effective until executed in
writing by the parties hereto; provided, however, that the
parties do not intend that this Article VII.A. requires a
further written agreement either prior to the making of any
request or filing permitted under Article II hereof or prior
to the effectiveness of such request or filing after
Commission approval, provided further, however, that nothing
in this Agreement shall be deemed to prejudice any position
the parties may take as to whether the request, filing or
revision permitted under Article II must be made under
Section 7 or Section 4 of the Natural Gas Act.
B. Any notice, request or demand provided for in
this Agreement, or any notice which either party may desire
to give the other, shall be in writing and sent to the
following addresses:
Pipeline: CNG Transmission Corporation
445 West Main Street
Clarksburg, West Virginia 26301
Attention: Vice President, Marketing
and Customer Services
Customer: Colonial Gas Company
40 Market Street
Lowell, MA 01852
Attention: John P. Harrington
or at such other address as either party shall designate by
formal written notice.
C. No presumption shall operate in favor of or
against either party hereto as a result of any
responsibility either party may have had for drafting this
Agreement.
D. The subject headings of the provisions of
this Agreement are inserted for the purpose of convenient
reference and are not intended to become a part of or to be
considered in any interpretation of such provisions.
ARTICLE VIII
Prior Contracts
If this Service Agreement becomes effective as an
executed Service Agreement, it shall supersede and cancel,
as of its effective date, the Service Agreement between
Customer and Pipeline Applicable to Transportation of
Natural Gas under Rate Schedule TF dated June 1, 1993, and
the Service Agreement between Customer and Pipeline
Applicable to the Sales of Natural Gas Under Rate Schedule
CD dated June 1, 1993. Otherwise, each of these instruments
shall remain in full force and effect unless it shall have
expired by its own terms.
IN WITNESS WHEREOF, the parties hereto intending
to be legally bound, have caused this Agreement to be signed
by their duly authorized officials as of the day and year
first written above.
CNG TRANSMISSION CORPORATION
(Pipeline)
By: __________________________
Its: Vice President
COLONIAL GAS COMPANY
(Customer)
By: John P. Harrington
Its: Vice President, Gas Supply
(Title)
EXHIBIT A
To The FTNN Agreement
Dated October 1, 1993
Between CNG Transmission Corporation
And Colonial Gas Company
A. Quantities
The maximum quantities of gas which Pipeline shall
deliver and which Customer may tender shall be as
follows:
1. A Maximum Daily Transportation Quantity (MDTQ) of
5,529 dekatherms ("Dt").
2. A Maximum Annual Transportation Quantity (MATQ) of
2,018,085 Dt.
B. Points of Receipt
The Points of Receipt and the maximum quantities
for each point shall be as set forth below. Pipeline
will use due care and diligence to assure, and Customer
will use due care and diligence to cause its
transporter to assure, that uniform pressures will be
maintained at the Receipt Points as reasonably may be
required to render service hereunder, but Pipeline will
not be required to accept gas at less than the minimum
pressures specified herein. In addition to the
quantities specified below, Customer may increase the
quantities furnished to Pipeline at each receipt point,
so long as such quantities, when reduced by the fuel
retention percentage specified in Pipeline's currently
effective FERC Gas Tariff, do not exceed the quantity
limitation specified below for each receipt point.
1. Up to 1,951 Dt per Day at the interconnection of
the facilities of Pipeline and Texas Eastern
Transmission Corporation ("Texas Eastern") or
other pipeline(s) in Westmoreland County,
Pennsylvania, known as the Oakford
Interconnection, at a pressure of not less than
five hundred seventy-five (575) pounds per square
inch gauge (psig).
2. Up to a combined maximum daily quantity of 3,578
Dt at existing points of interconnection between
the facilities of Pipeline and Tennessee Gas
Pipeline Company in Kanawha County, West Virginia,
known as the Cornwell Interconnection, at a
pressure of not less than four hundred seventy
five (475) psig; or the Institute Interconnection,
at a pressure of not less than four hundred (400)
psig, with the specific allocation of quantities
among these points to be determined by Pipeline.
C. Points of Delivery
The Points of Delivery and the maximum quantities
for each point shall be as set forth below. Pipeline
will use due care and diligence to assure, and Customer
will use due care and diligence to cause its
transporter to assure, that uniform pressures will be
maintained at the Delivery Points as reasonably may be
required to render service hereunder, and Pipeline will
use due care and diligence to deliver gas within the
pressure limitations specified herein.
1. Up to 5,529 Dt per Day at the interconnection of
the facilities of Pipeline and Texas Eastern,
Transcontinental Gas Pipe Line Corporation, or
other pipeline(s) in Clinton County, Pennsylvania,
known as the Leidy Interconnection, at a pressure
of not less than one-thousand, two-hundred (1,200)
psig.
2. Up to 3,578 Dt per day at an existing point of
interconnection between the facilities of Pipeline
and Tennessee in Potter County, Pennsylvania,
known as the Ellisburg Interconnection, at a
pressure of not more than one thousand (1,000)
psig.
[END OF EXHIBIT 10rr TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]