[EXHIBIT 10tt TO COLONIAL GAS COMPANY
10-K FOR YEAR ENDED DECEMBER 31, 1996]
SERVICE AGREEMENT #001734
(FSS Service)
AGREEMENT made this 12th day of April, 1996, by and
between NATIONAL FUEL GAS SUPPLY CORPORATION, hereinafter
called "Transporter" and COLONIAL GAS COMPANY, hereinafter
called "Shipper."
WITNESSETH: That in consideration of the mutual
covenants herein contained, the parties hereto agree that
Transporter will store natural gas for Shipper during the
term, at the rates and on the terms and conditions
hereinafter provided.
ARTICLE I
Quantities
Beginning on the date on which storage service is
commenced hereunder and thereafter for the remaining term of
this Agreement, and subject to the provisions of
Transporter's FSS Rate Schedule, Transporter agrees to
receive, cause to be injected into storage for Shipper's
account, store, withdraw from storage, and deliver to
Shipper quantities of natural gas as follows:
Maximum Storage Quantity (MSQ) of 930,450 Dekatherms (Dth)
Maximum Daily Injection Quantity (MDIQ) of 4,652 Dth
Maximum Daily Withdrawal Quantity (MDWQ) of 6,203 Dth
ARTICLE II
Rates
Unless otherwise mutually agreed in a written amendment
to this Agreement, for the service provided by Transporter
hereunder, Shipper shall pay Transporter the maximum rate
provided under Rate Schedule FSS set forth in Transporter's
effective FERC Gas Tariff. In the event that the
Transporter places on file with the Federal Energy
Regulatory Commission ("Commission") another rate schedule
which may be applicable to transportation service rendered
hereunder, then Transporter, at its option, may from and
after the effective date of such rate schedule, utilize such
rate schedule in performance of this Agreement. Such a rate
schedule(s) or superseding rate schedule(s) and any
revisions thereof which shall be filed and become effective
shall apply to and be part of this Agreement.
Transporter shall have the right to propose, file and
make effective with the Commission, or other body having
jurisdiction, changes and revisions of any effective rate
schedule(s), 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
Shipper.
Shipper does not hereby waive its right to protest or
contest the aforementioned filings.
ARTICLE III
Term of Agreement
This Agreement shall be effective as of the effective
date of an amendment to the Underground Storage Service
Agreement between Transporter and Shipper, pursuant to
Transporter's Rate Schedule SS-1, that reduces the Annual
Storage Volume thereunder from 2,000,000 Mcf to 1,098,350
Mcf. This Agreement shall continue in effect until March
31, 2000 [BY 12/1/96 AMENDMENT; PREVIOUSLY MARCH 31,1998],
and shall continue in effect from year to year
thereafter until terminated by either Transporter or Shipper
upon not less than 12 months' prior written notice to the
other specifying as a termination date the end of such
period or any subsequent anniversary thereof.
The Injection Period shall commence April 1st of
each year and end the following October 31st. The
Withdrawal Period shall commence November 1st of each year
and end the following March 31st.
ARTICLE IV
Receipt and Delivery Points
The Point of Receipt for all gas that may be received
for Shipper's account for storage by Transporter shall be
Transporter's System Storage.
The Point of Delivery for all gas to be delivered by
Transporter for Shipper's account shall be Transporter's
System Storage.
ARTICLE V
Incorporation by Reference of Tariff Provisions
To the extent not inconsistent with the terms and
conditions of this agreement, the provisions of Rate
Schedule FSS, or any effective superseding rate schedule or
otherwise applicable rate schedule, including any provisions
of the General Terms and Conditions incorporated therein,
and any revisions thereof that may be made applicable to and
part hereof by reference.
ARTICLE VI
Miscellaneous
1. No change, modification or alteration of this
Agreement shall be or become effective until executed in
writing by the parties hereto, and no course of dealing
between the parties shall be construed to alter the terms
hereof, except as expressly stated herein.
2. No waiver by any 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
other default or defaults, whether of a like or of a
different character.
3. Any company which shall succeed by purchase,
merger or consolidation of the gas related properties,
substantially as an entirety, of Transporter or of Shipper,
as the case may be entitled to the rights and shall be
subject to the obligations of its predecessor in title under
this Agreement. Transporter may, without relieving itself
of its obligations under this Agreement, assign any of its
rights hereunder to a company with which it is affiliated,
but otherwise, no assignment of this Agreement or of any of
the rights or obligations hereunder shall be made unless
there first shall have been obtained the consent thereto in
writing of the other party. Consent shall not be
unreasonably withheld.
4. Except as herein otherwise provided, any notice,
request, demand, statement or bill provided for in this
Agreement, or any notice which either party may desire to
give the other, shall be in writing and shall be considered
as duly delivered when mailed by registered or certified
mail to the Post Office address of the parties hereto, as
the case may be, as follows:
Transporter: National Fuel Gas Supply Corporation
Gas Supply - Transportation
Room 1200
10 Lafayette Square
Buffalo, New York 14203
Shipper: Colonial Gas Company
40 Market Street
Lowell, Massachusetts 01853
Attn.: John P. Harrington
Senior Vice President, Gas Supply
or at such other address as either party shall designate by
formal written notice. Routine communications, including
monthly statements, shall be considered as duly delivered
when mailed by either registered, certified, or ordinary
mail, electronic communication, or telecommunication.
5. This Agreement and the respective obligations of
the parties hereunder are subject to all present and
future valid laws, orders, rules and regulations of
constituted authorities having jurisdiction over the
parties, their functions or gas supply, this Agreement or
any provision hereof. Neither party shall be held in
default for failure to perform hereunder if such failure is
due to compliance with laws, orders, rules or regulations of
any such duly constituted authorities.
6. The subject headings of the articles of this
Agreement are inserted for the purpose of convenient
reference and are not intended to be part of the Agreement
nor considered in any interpretation of the same.
7. 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.
8. The interpretation and performance of this
Agreement shall be in accordance with the laws of the State
of Pennsylvania, without recourse to the law regarding the
conflict of laws.
The parties hereto have caused this Agreement to be
signed by their respective Presidents or Vice Presidents
thereunto duly authorized the day and year first above
written.
National Fuel Gas Supply Corporation
(Transporter)
_______William A. Ross________________
Vice President
Colonial Gas Company
(Shipper)
_________John P. Harrington____________
_____Senior Vice President-Gas Supply__
Title
AMENDMENT I
Amendment to FSS Service Agreement # 001734
and FST Service Agreement #N01733
between
NATIONAL FUEL GAS SUPPLY CORPORATION ("TRANSPORTER") AND
COLONIAL GAS COMPANY ("SHIPPER")
EFFECTIVE MAY 1, 1996
1. The rates to be charged to Shipper under the above-referenced
agreements shall be calculated to recover the revenues that
would have been collected from the Shipper had the Shipper
entered into a new SS-2 Service Agreement for an Annual Storage
Volume of 901,650 Mcf. To arrive at rates that recover such
revenues, Transporter shall discount the following components,
only as necessary, in the following sequence:
FSS GRI Reservation
FST GRI Reservation
FSS GRI Commodity
FST GRI Commodity
FSS Injection/Withdrawal
FSS Storage Capacity
FSS Storage Demand
As of the effective date of this Amendment, the rates to be
charged under the above-captioned Agreements are as follows:
FSS
(Dth basis)
Storage Demand $2.1556
Storage Capacity $0.0413
Injection $0.0000
Withdrawal $0.0000
ACA Commodity $0.0022
GRI Reservation $0.0000
GRI Commodity $0.0000
FST
(Dth basis)
Reservation $3.5637
Gathering Surcharge
-Reservation $0.1486
Commodity $0.0064
ACA Commodity $0.0022
GRI Reservation $0.0000
GRI Commodity $0.0000
The attached table shows the methodology used to arrive at the
rates set forth above. If the rates under Rate Schedule SS-2,
FSS or FST change during the term of these agreements, the rates
shown above shall be adjusted, using the same methodology as
that shown on the attached table. This methodology shall
continue to be used to determine the rates applicable to Shipper
even if Transporter places on file with the Federal Energy
Regulatory Commission a superseding rate schedule, as described
in Article II of the FSS and FST Service Agreement, and elects
to utilize such superseding rate schedule in performance of the
services governed by such agreement.
2. Tranporter shall retain the full Surface Operating Allowance
under the FSS Rate Schedule. With respect to the service
provided under the FST Rate Schedule, no fuel, loss and
company-use retention shall be applied to quantities transported
between the primary points set forth in the service agreement,
or between the primary injection delivery point or primary
withdrawal receipt point and the following secondary points:
Tennessee at Ellisburg Meter 020527
Transco at Wharton Meter 6325
CNG at Ellisburg Meter 41202
TransCanada at Niagara Meter 010902
Texas Eastern at Bristoria Meter 70015
Otherwise, the full fuel, loss and company-use retention shall
be applied.
NATIONAL FUEL GAS SUPPLY CORPORATION
___William A. Ross______________
By:_____________________________
Title:__Vice President__________
COLONIAL GAS COMPANY
____John P. Harrington__________
By:_____________________________
Title:__Senior Vice President___
Gas Supply
Colonial Gas Rates
Capacity 930,450 Dth
Deliverability 6,203 Dth/day
SS-2
SS-2 or FSS: Rate Annual Cost
Storage Demand $8.1470 $606,430
Storage Capacity $0.0260 $290,300
Injection $0.0106 $9,863
Withdrawal $0.0106 $9,863
Surface operating
allowance charge $0.0106 $276
ACA commodity $0.0000
GRI reservation $0.0000
GRI commodity $0.0000
FST:
Reservation
Gathering surcharge reservation
Commodity
ACA commodity
GRI Resrcation
GRI commodity
TOTAL ANNUAL COSTS $916,732
UNIT RATE (per Dth) $0.9853
Maximum FSS/FST
SS-2 or FSS: Maximum Rate Annual Cost
Storage Demand $2.1556 $160,454
Storage Capacity $0.0432 $482,345
Injection $0.0139 $12,933
Withdrawal $0.0139 $12,933
Surface operating
allowance charge
ACA commodity $0.0022 $2,047
GRI reservation $0.0000
GRI commodity $0.0000
FST:
Reservation $3.5637 $265,268
Gathering surcharge
reservation $0.1486 $11,061
Commodity $0.0064 $11,910
ACA commodity $0.0022 $4,094
GRI Reservation $0.0000
GRI commodity $0.0000
TOTAL ANNUAL COST $963,046
UNIT RATE (per Dth) $1.0350
Discounted FSS/FST
SS-2 or FSS: Rate Annual Cost
Storage Demand $2.1556 $160,454
Storage Capacity $0.0432 $461,131
Injection $0.0000 $0
Withdrawal $0.0000 $0
Surface operating
allowance charge
ACA commodity $0.0022 $2,047
GRI reservation $0.0000
GRI commodity $0.0000
FST:
Reservation $3.5637 $265,268
Gathering surcharge
reservation $0.1486 $11,061
Commodity $0.0064 $11.910
ACA commodity $0.0022 $4,094
GRI Reservation
GRI commodity
TOTAL ANNUAL COSTS $915,965
UNIT RATE (per Dth) $0.9844
[END OF EXHIBIT 10tt]