EXHIBIT 10.12
GAS SALES AND PORTFOLIO ADMINISTRATION AGREEMENT
This Gas Sales And Portfolio Administration Agreement ("Agreement") is
entered into the 30th day of August, 2002, for services to begin upon regulatory
approval of this Agreement as referenced below, by and between INDIANA GAS
COMPANY, INC. ("Buyer") and PROLIANCE ENERGY, LLC ("Seller") (collectively, the
"Parties" or individually "Party"). Buyer and Seller agree as follows:
RECITALS
--------
1. Seller is a limited liability company created and existing
under the laws of the State of Indiana, with its registered
office at 111 Monument Circle, Suite 2200, Indianapolis,
Indiana.
2. Buyer is a corporation created and existing under the laws of
the State of Indiana with its principal place of business at
Evansville, Indiana.
3. This Agreement contains the mutual promises and covenants
pursuant to which Buyer as a purchaser of natural gas and
portfolio administration services, and Seller as a merchant of
natural gas and portfolio administration services, shall
perform the transactions described herein.
4. Under this Agreement, Seller agrees to provide natural gas to
Buyer consistent with the terms and conditions contained
herein.
5. This Agreement contains terms that reflect the terms of a
negotiated settlement agreement ("Settlement") entered into
with non-parties to this Agreement. The Agreement, as part of
the Settlement, will be reviewed by the Indiana Utility
Regulatory Commission (the "Commission"), and will become
effective on the first day of the month following issuance of
a final order by the Commission in consolidated Cause Nos.
37394GCA50S1, 37399GCA50S1, and 42233 ("GCA50S1") finding that
the Agreement is in the public interest.
6. This Agreement shall be subject to, and interpreted consistent
with, the Settlement.
DEFINITIONS
-----------
The following terms shall have the following definitions for this
Agreement and its Appendices:
1. The term "ANR" shall mean ANR Pipeline Company.
2. The term "Balancing Quantities" shall mean the quantity of Gas
which satisfies the difference between the Gas quantities
scheduled for delivery to Buyer's Delivery Points and the
actual physical flow of Gas taken by Buyer at the Delivery
Points.
3. The term "Btu" shall mean British thermal unit, as defined in
Transporter's Tariff
4. The term "Contract Month" shall mean a calendar month during
the effectiveness of this Agreement.
5. The term "Contract Rates" shall mean to the demand costs as
well as the variable costs associated with delivery service as
described in Appendix C.
6. The term "Day" shall be defined as it is defined in
Transporter's Tariff, or as applied by Transporter.
7. The term "Delivery Points" shall mean the points of delivery
of Gas from Seller to Buyer as specified in Appendix A.
8. The term "FERC" shall mean the Federal Energy Regulatory
Commission.
9. The term "Gas" shall mean natural gas.
10. The term "GCIM" shall mean the gas cost incentive mechanism
provided for in the Settlement.
11. The term "Maximum Daily Quantities" or "MDQ" 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 Portfolio Entitlement" shall mean the
maximum deliverability that Buyer is entitled to under the
Services identified on Appendix C.
13. The term "Maximum Seasonal Quantities" or "MSQ" 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.
14. The terms "MMBtu", "Dekatherm" or "DTH" shall mean one million
(1,000,000) BTUs.
15. The term "Nominated Daily Quantities" shall mean the quantity
of Gas nominated on a particular day for delivery to Buyer's
Delivery Points, including deliveries to storage for Buyer.
16. The term "PEPL" shall mean Panhandle Eastern Pipe Line
Company.
17. The term "Portfolio Services" shall mean all of the Services
that may be utilized to deliver Gas to Buyer, and which are
identified on Appendix C.
18. The term "Summer" shall mean the summer season months of April
through October, inclusive.
19. The term "TETCO" shall mean Texas Eastern Transmission
Corporation.
20. The term "Texas Gas" shall mean Texas Gas Transmission
Corporation.
21. The term "Transporter" shall mean the transporting pipeline(s)
interconnected with Buyer, including without limitation ANR,
PEPL, TL, TETCO or Texas Gas, as applicable to the transaction
involved.
22. The term "Transporter's Tariff" shall mean the tariff
provisions of Transporter, as approved by the FERC, or any
successor thereto, and Buyer's or Seller's contractual
arrangements with Transporter, including changes to such
tariff and arrangements made after this Agreement is
effective.
23. The term "TL" shall mean Trunkline Pipeline Company.
24. The term "Winter" shall mean the winter season months of
November through March, inclusive.
ARTICLE 1- GAS SALES
--------------------
1.1. Seller represents 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. Seller's marketing
activities will not be conducted in a manner that compromises the provision of
reliable and firm service to Buyer.
1.2. During the term of this Agreement, unless Seller is unable to
meet Buyer's Gas requirements, Buyer agrees that Seller shall be its supplier of
Gas. However, Buyer shall have and maintain the right to produce, utilize,
purchase or sell any and all:
(a) Gas produced in Indiana which Buyer may be required to
purchase under Ind. Code ss. 8-1-2-87.6 or any successor provision
thereto of the Indiana Code; or
(b) Propane.
1.3. The Maximum Daily Quantities, which Seller shall be obligated to
provide on a firm basis at Buyer's Delivery Points, are specified in Appendix B.
1.4. The Maximum Seasonal Quantities during Winter or Summer, which
Seller shall be obligated to provide on a firm basis at the Delivery Points, are
specified in Appendix B.
1.5. Under this Agreement, Seller may fulfill its obligation to provide
Gas to Buyer by using 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. If Seller, in order to serve Buyer, makes any commitments with
suppliers, pipelines, or other service providers that extend beyond the end of
the term of this Agreement, to the maximum extent permitted by law Buyer shall
indemnify Seller for all expenses and costs associated with the continued
service or cause the replacement Portfolio Administration Service provider to
indemnify Seller for such costs.
1.6. 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 for all purposes under
this Agreement. Upon acceptance of the replacement guidelines and standards,
Buyer and Seller agree to apply the replacement guidelines and standards
retroactively to the cessation date of Transporter's Tariff. Any resolution
shall be implemented within thirty (30) days of the acceptance of the
replacement guidelines and standards.
1.7 As part of an agreed upon RFP process to be used to determine the
provider of gas supply services after March 31, 2007, Seller agrees that it
shall designate the pipeline transportation and storage contracts consistent
with the timing and process set forth in Article I of the Settlement. In the
event that the RFP is not conducted or the Seller is not the bidder selected as
a result of the RFP process, Seller shall assign the designated pipeline
transportation and storage contracts to the Buyer or the selected bidder, as
applicable.
1.8 To the maximum extent permitted by law, Buyer agrees Seller shall
be indemnified and discharged for all contracts held by Seller, which as part of
the process described in Section 1.7 are assigned either to Buyer or to a third
party who becomes the service provider to Buyer after March 31, 2007, and shall
no longer impose any obligations upon Seller once the assignment is made. As a
precondition to assignment, and as part of the RFP process, any such third party
or Buyer must indemnify Seller, and a discharge and release be provided from the
contract counterparty.
ARTICLE 2- GAS SALES CHARGES
----------------------------
2.1 For all Maximum Portfolio Entitlements, Buyer shall pay Seller each
Contract Month demand charges consistent with Section 2.5 of the Settlement, as
well as variable costs (including without limitation all volumetric charges,
GRI, fuel or other variable costs) incurred and associated with the services
listed in Appendix C.
2.2. Buyer shall pay Seller each Contract Month the applicable supplier
reservation costs specified in Appendix D.
2.3. For all commodity quantities, Buyer shall pay Seller each Contract
Month those amounts for Gas priced in accordance with Appendix E of the
Settlement ("GCIM agreement"), including volumes priced under the price
volatility mitigation provisions thereof. All such purchases shall be reported
on a monthly basis and shall include documentation necessary for review under
the GCIM agreement and in Buyer's gas cost adjustment proceedings under Indiana
Code Section 8-1-2-42 (g).
2.4. Buyer will pay taxes, including Indiana gross receipts tax, which
are imposed on or incurred by Seller due to this Agreement or imposed on Buyer
with respect to Gas delivered hereunder; provided, however, Buyer shall have no
obligation to pay any sales or use taxes for which it delivers to Seller an
appropriate exemption certificate.
2.5 Seller shall auction unutilized pipeline entitlements on Buyer's
behalf consistent with the process set forth in Section 2.5 of the Settlement.
All revenues Seller receives on Buyer's behalf shall be reported in detail on a
monthly basis to Buyer and shall be remitted to Buyer net of reported expenses
incurred by Seller in implementation of the auction. After its receipt of such
revenue, Buyer will disburse its 15% share of such revenue to Seller.
ARTICLE 3- BALANCING
--------------------
3.1. Seller shall provide Buyer with Balancing Quantities as part of
its gas sales and portfolio administration services. Seller and Buyer shall be
permitted reasonable balancing tolerances. Imbalances shall be made up in kind
as agreed to by the Parties.
ARTICLE 4- PORTFOLIO ADMINISTRATION SERVICES
--------------------------------------------
4.1. Seller's provision of portfolio administration services shall
include without limitation Gas acquisition, scheduling receipt and delivery
quantities with Gas suppliers and pipeline transporters, scheduling pipeline
storage inventory quantities, providing delivered Gas supplies, supply planning
assistance, conducting the capacity auction, and periodic portfolio reporting.
Buyer shall retain complete unilateral control of its physical Gas delivery,
distribution, storage and transportation facilities.
4.2. The supply planning procedures set forth in Appendix F to the
Settlement will be followed by the Parties in preparing and implementing supply
plans.
4.3. Seller and Buyer shall review periodically Buyer's supply requirements and
determine the need for potential adjustments to MDQ, MSQ and to delivery service
requirements. All adjustments are subject to Seller and Buyer's prior approval.
4.4 Buyer and Seller will review and discuss FERC regulatory filings
that could reasonably be expected to impact the supply services provided to
Buyer.
4.5. In the event this Agreement is terminated for any reason, Buyer
shall meet with Seller within five (5) days of notice of termination to reach
agreement on the timely return of capacity rights to Buyer. During such a
wind-up period, Seller shall continue to provide Buyer with necessary supply
services and portfolio administration services to fully meet Buyer's MDQ and
MSQ. During the wind up period, the terms and effectiveness of this Agreement
shall remain in effect. The wind up period for purposes hereof, may extend up to
eighteen (18) months. Unless terminated pursuant to Commission order under IC
8-1-2.5-7, the termination of this Agreement shall not relieve Buyer of its
executing obligations under Article V of the Settlement.
ARTICLE 5- TERM
---------------
5.1. Unless modified by 5.2 below, the term of this
Agreement shall commence on the first day of the
month following issuance of a final order in GCA50S1
and end on March 31, 2007. If for any reason a
successor has not been chosen to assume provision of
supply services to Buyer after March 31, 2007, Seller
shall continue on a month-to-month basis until a
successor is chosen as contemplated under the
Settlement.
5.2. Notwithstanding 5.1 above, this Agreement may be
terminated prior to March 31, 2007 by either Party in
the event of the failure by either Party to perform
in any material respect any covenant or obligation
set forth in this Agreement, and such failure is not
excused by force majeure or cured within fifteen (15)
business days after written notice thereof to the
Party failing to perform; provided, however, if such
failure is incapable of being cured within such
fifteen (15) business day period and the Party
failing to perform has commenced and is diligently
pursuing a cure, such period shall be extended for
such time as is reasonably necessary to cure such
failure up to ninety (90) days.
5.3 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 upon prior written notice
without further obligation other than to pay for services or Gas previously
provided. In such a circumstance, the Parties will implement wind-up provisions
designed to continue reliable provision of service delivery of Gas.
ARTICLE 6- CHANGES TO APPENDICES
--------------------------------
6.1. The Parties agree to make changes to Appendices attached to this
Agreement as necessary to reflect updates to the Agreement. Such changes shall
be consistent with the Agreement terms.
ARTICLE 7- OPERATIONS
---------------------
7.1. 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 Transporters, as the same may change from time to time.
ARTICLE 8- FORCE MAJEURE
------------------------
8.1. 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, Transporter, or
other service provider, 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. 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.
8.2. Notice of force majeure must be provided with reasonably full
particulars to the other Party at or near the time the Party becomes aware of
the force majeure. Notice shall be provided to the designated representatives
for Buyer or Seller designated in Appendix F.
ARTICLE 9- TRANSPORTATION PENALTIES
-----------------------------------
9.1. Seller shall be liable for all imbalance or other penalties,
cash-outs, or other costs imposed on Buyer or Seller by any third party,
including without limitation Seller's upstream or other transporters and
Transporters, to the extent that such penalties, cash-outs or other costs are
caused by Seller's actions or inaction. Buyer shall be liable for all imbalance
or other penalties, cash-outs, or other costs imposed on Buyer or Seller by any
third parties, including without limitation Seller's upstream or other
transporters and Transporters, to the extent that such penalties, cash-outs or
other costs are caused by Buyer's actions or inaction.
ARTICLE 10- BILLING AND PAYMENT
-------------------------------
10.1. 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 G.
10.2. Interest shall accrue on all late payments commencing on the
applicable due date at the then current prime rate of Bank One of Indiana, or
its successor, or the maximum lawful rate, whichever is lower.
ARTICLE 11- REMEDIES
--------------------
11.1. If Seller fails to deliver scheduled Gas and such failure to
deliver is not excused under Article 8 of this Agreement, then Seller shall
reimburse Buyer for the amount of increased cost to Buyer of acquiring
replacement Gas as well as additional fees or penalties incurred as a result of
and failure to deliver. The amount owed by Seller to Buyer hereunder shall be
calculated as the product of (a) the difference, if positive, between the price
paid for replacement Gas including any additional penalties, transportation,
fuel and other variable costs incurred to receive such replacement Gas, and 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.
11.2. If Buyer fails to receive scheduled Gas and such failure to
receive is not excused under Article 8 of this Agreement, then Buyer shall
reimburse Seller in an amount calculated as the product of (a) the difference,
if positive, between the then applicable commodity charge and the price received
from a third party purchaser, including any additional penalties,
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 cooperate
in good faith so as to minimize Buyer's obligations to Seller under this
Section.
11.3 Should the Commission impose enforcement penalties on Buyer which
were caused by Seller's intentional non-compliance with the Settlement, Seller
shall indemnify and hold harmless Buyer for such penalties, and any costs, fees,
or expenses associated with defending such action.
ARTICLE 12- CORRESPONDENCE
--------------------------
12.1. Except as provided in Section 8.2, 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 facsimile directed to the appropriate person and facsimile number
with hard copy also delivered as in (a), (b), or (c) above. Addresses, telephone
numbers, and facsimile numbers are specified in Appendix F.
ARTICLE 13- MISCELLANEOUS
-------------------------
13.1. 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.
13.2. Seller and Buyer expressly agree that laws of the State of
Indiana shall govern the validity, construction, interpretation, and effect of
this Agreement.
13.3. Either Party may pledge, mortgage, or assign its rights hereunder
as security for indebtedness. This Agreement is otherwise non-assignable except
with the prior written consent of Buyer and Seller.
13.4. 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. Buyer shall have
the right to enforce any and all terms of this Agreement against Seller. To the
extent performance of this Agreement by either Party conflicts with the
Settlement, the Parties will take corrective action in order to ensure that
performance is in accordance with the Settlement. The Parties acknowledge that a
failure to take timely and appropriate corrective action may subject Buyer to
compliance measures by third parties pursuant to Article VII of the Settlement.
13.5. 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.
To the extent access to information is necessary consistent with the Settlement,
appropriate protection of proprietary and trade secret information will be
afforded.
13.6. 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.
13.7. The terms and conditions contained in this Agreement and its
Appendices 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. The Parties acknowledge that this Agreement is effective and must be
carried out and enforced in a manner consistent with the Settlement.
13.8. 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.
13.9. In the event any of the terms, covenants or conditions of this
Agreement, or any amendment hereto, or the application of any such terms,
covenants or conditions shall be held invalid as to any Party or circumstance by
any court having jurisdiction, all other terms, covenants, or conditions of this
Agreement, or any amendment hereto, and their application, shall not be affected
thereby and shall remain in full force and effect.
13.10. 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 marketplace 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.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in
duplicate originals.
"SELLER"
PROLIANCE ENERGY, LLC
By:/S/ T F Peak
-------------------------------
T F Peak,
Executive Vice President & COO
"BUYER"
INDIANA GAS COMPANY, INC.
By:/S/ William S. Doty
-------------------
Its: Sr. VP
-----------------
Gas Sales And Portfolio Administration Agreement
APPENDICES INDEX
Appendices will be submitted to the Commission as a compliance filing following
entry of an Order in Consolidated Cause Nos. 37394GCA50S1, 37399GCA50S1, and
42233.
Title Appendix Description
- --------------------------------------------------------------------------------------------------------
Buyer's Primary Delivery Points A List Primary Delivery Points on
appropriate pipelines
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Buyer's Maximum Quantities B Sets forth in Dth, by month and season, Buyer's
Maximum Daily Quantities
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Delivery Rights Information C Lists current Transportation Contracts and
applicable demand costs
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Supplier Reservation Costs D Lists Monthly and Seasonal Supplier
Reservation Costs
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Commodity Purchases-Gas Cost E Incorporates the GCIM that is part of the
Incentive Mechanism Settlement Agreement
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Notices F Addresses for purposes of notice to Seller and
Buyer
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Invoice/Payment Data G Sets invoice date and payment terms
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
"Reserved" H Reserved for future
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Diversion of Entitlements I Entitlements diverted from and to Buyer - the
same as current Appendix I
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Portfolio Services J - M Specifics on portfolio services
- ---------------------------------------------------------------------------------------------------------
68
Gas Sales And Portfolio Administration Agreement
APPENDICES INDEX
Buyer's Primary Delivery Points A
Buyer's Maximum Quantities B
Delivery Rights Information C
Supplier Reservation Costs D
Commodity Purchases-Gas Cost
Incentive Mechanism E
Notices F
Invoice/Payment Data G
"Reserved" H
Diversion of Entitlements I
Portfolio Services J - M
Gas Sales And Portfolio Administration Agreement
IGC-Appendix A
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX A - Buyer's Primary Delivery Points
North/East System
-----------------
Delivery Points
- ---------------
2509 Dana 2812 Carpentersville
2510 Danville 2822 Fowlerton
2515 Elwood 2823 Richmond
2516 Fairmount 5233 Anderson 121N Rural
2530 Noblesville 5530 Cent. Ind. Rurals
2531 North Salem 5531 West of Zionsville
2535 Richmond 5532 North of Zionsville
2538 Tipton 5534 East of King
2538 Huntington 5864 King
2597 Crawfordsville 010530010 East Hancock School
2605 Upland 010530030 Hope
2684 Unionport 010530070 Dunkirk
2751 Montpelier 032150100 Muncie
2754 Sheridan 037045550 ANR Storage Facilities ANRNNS
2757 Bloomingdale NN Service Injection Points
2772 Newport PEPL IND GAS-INJ
2780 Lebanon CGCU Points of Interconnection
2795 Anderson with Citizens Gas & Coke Utility
2796 Zionsville
IGC-Appendix A
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
APPENDIX A - Buyer's Primary Delivery Points
Central/Terre Haute System
--------------------------
Delivery Points
- ---------------
14411 Bedford 18422 Sand Cut
14412 Bedford 18423 Sand Cut
14431 Columbus 18424 Sand Cut
14432 Columbus 18451 Clinton
14433 Columbus 18452 Clinton
14461 Bargersville 18461 Hercules Clinton
14463 Bargersville 18462 Hercules Clinton
14481 Mitchell 18491 Terre Haute-2
14482 Mitchell 18492 Terre Haute-2
14491 Needmore 18511 Terre Haute-4
14492 Needmore 18521 Stuckey Rd.
14493 Needmore 18522 Stuckey Rd.
14501 Seymour 18523 Stuckey Rd.
14511 Waynesville 18531 Rural Inc.
14512 Waynesville 18541 Terre Haute-6
14521 Rural (Mitchell) 18542 Terre Haute-6
14522 Rural (Martinsville) 18571 Magaret (Terre Haute)
14523 Rural (Terre Haute) 18573 Magaret (Terre Haute)
14531 Crane 037047100 West Shelbyville
14533 Crane CGCU Ponts of Interconection with
Citizens Gas & Coke Utility
18421 Sand Cut 70018 TETCO Seymour
South System
------------
Delivery Point
- --------------
17031 Locust, KY
17032 Locust, KY
17041 Moorefield, In.
17042 Moorefield, In.
17251 Crestwood, KY
17252 Crestwood, KY
0
IGC-Appendix A
Gas Sales And Portfolio Administration Agreement Original Page No. 3
August 1, 2002
Greensburg System
-----------------
Delivery Point
- --------------
70017 Greensburg
70940 Westport
TETCO TETCO Storage Facilities
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.
- ----------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/T F Peak By: /S/ William S. Doty
------------------------- -----------------------
Terrence F. Peak William S. Doty
------------------------- -----------------------
Its: Executive Vice President Its: Sr. VP
------------------------- -----------------------
IGC-Appendix B
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX B - Buyer's Maximum Quantities
Maximum Daily Quantities (in Dth)
- ---------------------------------
Central/
Month North/East Terre Haute South Greensburg
November 374,578 216,381 62,583 9,500
December 491,329 276,381 72,687 13,140
January 491,329 276,381 72,687 13,140
February 475,063 249,381 64,687 9,371
March 386,578 233,381 51,400 6,695
April 254,578 123,895 37,700 10,300
May 215,578 84,184 25,066 4,575
June 175,750 53,327 15,301 3,041
July 104,000 47,398 8,962 2,038
August 123,849 53,327 9,7080 2,035
September 205,006 70,327 21,066 7,800
October 232,460 140,000 37,600 6,256
Maximum Seasonal Quantities (in Dth)
- ------------------------------------
Central/
Month North/East Terre Haute South Greensburg
- ----- ---------- ----------- ---------- ----------
Summer 1999 15,023,560 8,413,028 1,867,753 365,123
Winter 1998-99 38,774,854 22,422,732 5,202,047 832,026
IGC-Appendix B
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
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.
- ----------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
--------------------------- ----------------------
Terrence F. Peak William S. Doty
--------------------------- ----------------------
Its: Executive Vice President Its: Sr. VP
--------------------------- ----------------------
IGC-Appendix C
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
Appendix C - Portfolio Information
I. Current Contracts and Contract Rates
----------------------------
The applicable demand costs shall be determined based upon the rates
and charges specified in each Transporter's Tariff, including any applicable
direct bills, surcharges, or as other costs specified by the sheets identified
below, or other applicable sheets, as all of those sheets may be in effect from
time to time, and costs arising under applicable agreements, for the applicable
term of these 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.
Seller shall provide to Buyer all Transporter refunds for the applicable terms
which are received by Seller relative to the pipeline tariff sheets listed
below. Attachment C shall be revised consistent with Section 2.5 of the
Settlement at the appropriate time to reflect the adjusted demand rates.
Contract No. Contract Rate
------------ -------------
WSS Appendix I
PSS Appendix I
WDS 2.2 Appendix J.2.2
WDS 3 Appendix J.3
WDS 4 Appendix J.4
WDS 5 Appendix J.5
WDS 6 Appendix J.6
ADS 1 Appendix K.1
ADS 2 Appendix K.2
ADS 3 Appendix K.3
ADS 4 Appendix K.4
ADS 5 Appendix K.5
ADS 6 Appendix K.6
ADS 7 Appendix K.7
ADS 8 Appendix K.8
ADS 9 Appendix K.9
ADS 10 Appendix K.10
ADS 11 Appendix K.11
ADS 12 Appendix K.12
ADS 13 Appendix K.13
SDS 1 Appendix M.1
IGC-Appendix C
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
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.
----------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- -------------------------
Terrence F. Peak William S. Doty
------------------------- -------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- -------------------------
IGC-Appendix D
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX D - Supplier Reservation Costs
Supplier Reservation Costs
November 1, 2001 through October 31, 2002
I. Reserved Commodity Quantities
a. Monthly Baseload Reserved Quantity (Dth/Day)
System
------
Central/
Month North/East Terre Haute Greensburg South
- ----- ---------- ----------- ---------- -----
November, 2001 35,000 20,000 200 3,000
December, 2001 71,000 25,000 200 5,000
January, 2002 82,000 32,000 0 5,000
February, 2002 50,000 35,000 0 5,000
March, 2002 20,000 0 0 4,000
April, 2002 73,500 13,000 750 6,000
May, 2002 83,500 23,000 750 5,000
June, 2002 73,500 23,000 750 5,000
July, 2002 93,500 23,000 900 5,000
August, 2002 93,500 23,000 750 5,000
September, 2002 83,500 23,000 750 5,000
October, 2002 82,000 13,000 750 5,000
Buyer and Seller agree that some portion of the quantities identified as Monthly
Baseload Reserved Quantities may be provided at fixed, collared, or hedged
prices mutually agreed upon pursuant to the GCIM.
IGC-Appendix D
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
APPENDIX D - Supplier Reservation Costs
b. Daily Swing Reserved Quantity (Dth/Day)
System
------
Central/
Month North/East Terre Haute Greensburg South
- ----- ---------- ----------- ---------- -----
November, 2001 180,578 90,722 4,800 43,192
December, 2001 174,578 85,722 7,180 41,192
January, 2002 163,578 78,722 7,180 41,192
February, 2002 195,578 75,722 6,000 41,192
March, 2002 195,572 110,722 4,000 42,192
April, 2002 142,078 40,327 4,250 15,006
May, 2002 101,506 30,327 4,300 16,000
June, 2002 107,506 22,327 2,550 16,000
July, 2002 62,000 17,000 1,750 14,000
August, 2002 76,000 22,327 1,900 10,000
September, 2002 131,506 30,327 3,100 16,000
October, 2002 105,006 40,327 4,300 16,000
Buyer and Seller agree that some portion of the quantities identified as Daily
Swing Reserved Quantities may be provided at fixed, collared, or hedged prices
mutually agreed upon pursuant to the GCIM.
II. Applicable Reservation Rates ($/Dth/Day)
System Winter Months (Nov.-Mar.) Summer Months (Apr.-Oct.)
- ------ ------------------------- -------------------------
Monthly Daily Monthly Daily
Index Index Index Index
Reserved Reserved Reserved Reserved
Quantity Quantity Quantity Quantity
-------- -------- -------- --------
North/East $0.0009 $0.0052 $0.0025 $0.0052
Central/Terre Haute $0.0035 $0.0067 $0.0048 $0.0078
Greensburg $0.0054 $0.0054 $0.0054 $0.0054
South $0.0035 $0.0067 $0.0048 $0.0078
IGC-Appendix D
Gas Sales And Portfolio Administration Agreement Original Page No. 3
August 1, 2002
APPENDIX D - Supplier Reservation Costs
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.
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
--------------------------- ------------------------
Terrence F. Peak William S. Doty
--------------------------- ------------------------
Its: Executive Vice President Its: Sr. VP
--------------------------- ------------------------
IGC-Appendix E
Gas Sales And Portfolio Administration Agreement Original Page No. 1
September 1, 2002
APPENDIX E -Commodity Purchases - Gas Cost Incentive Mechanism
The commodity purchased by Buyer shall be provided in accordance with the
Commission approved Gas Cost Incentive Mechanism described in Appendix E of the
Settlement. All record keeping and reporting shall be performed in a manner
consistent with the terms of the GCIM. Seller agrees and acknowledges the
reasonableness of the Gas purchases made shall be subject to review to ensure
such purchases were made in a manner consistent with the terms of the GCIM.
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 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, applicable storage withdrawal variable costs as identified
below shall apply.
For Applicable Indices:
- -----------------------
Contract No. Contract Rate Index
- ------------ ------------- -----
WSS Appendix I PEPL - Texas, Oklahoma
PSS Appendix I Texas Gas - Zone SL
WDS 4 Appendix J.4 Texas Gas - Zone SL
WDS 5 Appendix J.5 Texas Gas - Zone SL
WDS 6 Appendix J.6 Trunkline - Louisiana - Onshore South
ADS 1 Appendix K.1 ANR - Louisiana
ADS 2 Appendix K.2 TETCO - (ELA, WLA, ETX, STX)
ADS 4 Appendix K.4 ANR - Louisiana
ADS 5 Appendix K.5 Chicago-LDCs, large e-us
ADS 6 Appendix K.6 Texas Gas - Zone SL
ADS 7 Appendix K.7 Texas Gas - Zone SL
ADS 8 Appendix K.8 Texas Gas - Zone SL
ADS 9 Appendix K.9 Texas Gas - Zone SL
ADS 10 Appendix K.10 Texas Gas - Zone SL
IGC-Appendix E
Gas Sales And Portfolio Administration Agreement Original Page No. 2
September 1, 2002
APPENDIX E- Commodity Purchases
(Continued)
ADS 11 Appendix K.11 PEPL - Texas, Oklahoma
ADS 12 Appendix K.12 PEPL - Texas, Oklahoma
ADS 13 Appendix K.13 TETCO - (ELA, WLA, ETX, STX)
APPENDIX E- Commodity Purchases - Other Variable Costs
The other variable costs applicable to Nominated Daily Quantities and
Balancing Quantities 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. Contract Rate
- ------------ -------------
WSS Appendix I
PSS Appendix I
WDS 2.2 Appendix J.2.2
WDS 6 Appendix J.6
ADS 1 Appendix K.1
ADS 2 Appendix K.2
ADS 11 Appendix K.11
ADS 12 Appendix K.12
SDS 1 Appendix M.1
IGC-Appendix E
Gas Sales And Portfolio Administration Agreement Original Page No. 3
September 1, 2002
APPENDIX E - Commodity Purchases - Other Variable Costs
North/East
- ----------
ANR
Contract No. Contract Rate
- ------------ -------------
WDS 2.2 Appendix J.2.2
ADS 1 Appendix K.1
Central/Terre Haute System
- --------------------------
Texas Gas Z-3
Contract No. Contract Rate
- ------------ -------------
PSS Appendix I
WDS 2.2 Appendix J.2.2
WDS 4 Appendix J.4
WDS 5 Appendix J.5
ADS 2 Appendix K.2
ADS 3 Appendix K.3
ADS 6 Appendix K.6
ADS 7 Appendix K.7
ADS 8 Appendix K.8
South System
- ------------
Texas Gas Z-4
Contract No. Contract Rate
- ------------ -------------
ADS 3 Appendix K.3
ADS 9 Appendix K.9
ADS 10 Appendix K.10
IGC-Appendix E
Gas Sales And Portfolio Administration Agreement Original Page No. 4
September 1, 2002
Greensburg System
- -----------------
Texas Eastern
Contract No. Contract Rate
- ------------ -------------
ADS 2 Appendix K.2
ADS 3 Appendix K.3
ADS 13 Appendix K.13
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.
PROLIANCE ENERGY, LLC INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- -------------------------
Terrence F. Peak William S. Doty
------------------------- -------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- -------------------------
IGC-Appendix F
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
Appendix F- Notices
Invoice Information:
- --------------------
Buyer: Seller:
- ----- ------
Indiana Gas Company, Inc. D. Short
Gas Control Department ProLiance Energy, LLC
Attn.: Stephanie Willis 111 Monument Circle
20 NW Fourth Street Suite 2200
Evansville, In. 47708 Indianapolis, IN 46204-5178
(812) 491-4732 (317) 231-6808
Payments:
- ---------
Buyer: Seller:
- ----- ------
National City Bank LaSalle Bank N.A.
For the Account of: For the Account of:
Indiana Gas Company, Inc. ProLiance Energy, LLC
ABA #071000505
ACCT #5800281411
Supply Plans/Operational/Force Majeure:
- ---------------------------------------
Buyer: Seller:
- ----- -------
Supply Plans Supply Plans
- ------------ ------------
Stephanie Willis Chris Kershner
(812) 491-4732 (317) 231-6952
Operational Operational
- ----------- -----------
Randy Gary Stephen Miner
(812) 491-4730 (317) 231-6828
Force Majeure Force Majeure
- ------------- -------------
Randy Gary (812) 491-4730 Chris Kershner - (317) 231-6952
Frank Lindsey (812) 491-4670 Stephen Miner - (317) 231-6828
Gas Controller on Duty (812) 491-4530 Terry Peak - (317) 231-6804
Indiana Gas Company, Inc. ProLiance Energy, LLC
20 NW Fourth Street 111 Monument Circle
Evansville, In. 47708 Suite 2200
(812) 491-4687 (Telecopy) Indianapolis, Indiana 46204-5178
(317) 231-6901 (Telecopy)
All Other Notices:
- ------------------
Buyer: Seller:
- ----- ------
Gas Control Department ProLiance Energy , LLC
Attn.: Randy Gary Attn: John R. Talley
20 NW Fourth Street 111 Monument Circle
Evansville, In. 47708 Suite 2200
Indianapolis, Indiana 46204-5178
IGC-Appendix F
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
APPENDIX F- Notices
(Continued)
Amendment
- ---------
Seller and Buyer agree that this Appendix F may be amended from time to
----------
time as provided in this Agreement, which amendment ultimately will be
memorialized in a revised Appendix F.
----------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- ------------------------
Terrence F. Peak William S. Doty
------------------------- ------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- ------------------------
IGC-Appendix G
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX G - Invoice/Payment Data
Invoice Date - On or before the tenth (10th) day after the Contract Month.
Due Date - Ten (10) days after receipt of invoice.
Payment Method - By wire transfer to account specified on invoice.
Amendment
- ---------
Seller and Buyer agree that this Appendix G may be amended from time to
----------
time by mutual agreement of the Parties, which amendment ultimately will be
memorialized in a revised Appendix G.
----------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- ------------------------
Terrence F. Peak William S. Doty
------------------------- ------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- ------------------------
IGC-Appendix I
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX I- Diversion of Entitlements
I. Diversion of Delivered Gas Sales Entitlements From Buyer
--------------------------------------------------------
Seller shall have the right to schedule entitlements of Buyer to Citizens Gas &
Coke Utility, provided that:
A. Seller shall reimburse Buyer for applicable variable costs Buyer
incurs in replacing diverted supply with its own on system gas
sources.
B. If such diversion causes Buyer to incur gas costs related to on
system gas sources, Seller shall reimburse Buyer or otherwise
assure Buyer suffers no economic detriment from such incurrence of
gas costs.
C. The "Shoulder Month Season" shall be the consecutive months of
October, November, December, January, February, March and April
during the term of this Agreement. Unless otherwise agreed, the
maximum diversion quantity shall not exceed 70,000 Dth on any day,
or 1,500,000 Dth for any Shoulder Month Season.
D. Seller shall administer Buyer's gas supply portfolio such that any
diversion will not endanger Buyer's ability to meet system demands.
II. Diversion of Entitlements to Buyer
----------------------------------
Buyer shall have the right to entitlements from Seller, as follows:
A. Delivered Peaking Sales Service ("PSS")
1. Seller shall provide Buyer PSS with the following entitlements:
Contract Month Maximum Daily PSS Maximum Annual PSS
- -------------- ----------------- ------------------
December 50,000 Dth/day 500,000 Dth during any
January 50,000 Dth/day December, January,
February 50,000 Dth/day February period
2. Buyer shall pay Seller a demand cost of $2.88 per Dth multiplied
by the Maximum Annual PSS and a variable cost of $0.60 for each
Dth of PSS nominated for Buyer. Demand costs shall be divided
equally among December, January and February invoices. Variable
costs shall be invoiced for the month nominated.
3. For PSS nominated for Buyer, Buyer shall pay Seller the Gas Daily
index average for Texas Gas Zone SL for the applicable day.
IGC-Appendix I
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
APPENDIX I- Diversion of Entitlements
B. Delivered Winter Sales Services ("WSS")
1. Seller shall provide Buyer with WSS with the following entitlements:
Contract Month Maximum Daily WSS Maximum Annual WSS
- -------------- ----------------- ------------------
November 75,000 Dth/day 2,250,000 Dth during
December 75,000 Dth/day any winter period.
January 75,000 Dth/day
February 75,000 Dth/day
March 75,000 Dth/day
2. Buyer shall pay Seller as follows, with such pricing to be
adjusted to reflect the Settlement terms at the appropriate time
set forth therein:
a. For WSS Commodity:
The applicable PEPL Gas Daily index average commodity price
---------
under this Agreement
b. For WSS Variable Costs:
$0.30 per Dth utilized.
c. For WSS Demand Costs:
$2.60 per Dth per year for each Dth of Maximum Annual WSS,
billed in equal monthly amounts commencing for April, 1996.
Amendment
- ---------
Seller and Buyer agree that this Appendix I may be amended from time to
----------
time by mutual agreement of the Parties, which amendment ultimately will be
memorialized in a revised Appendix I.
----------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/William S. Doty
------------------------- ---------------------------
Terrence F. Peak William S. Doty
------------------------- ---------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- ---------------------------
IGC-Appendix J.2.2
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX J.2.2 - Winter Delivery Service 2.2
Winter Delivery Service ("WDS 2.2")
1. WDS 2.2 shall incorporate the no-notice features, cyclability,
annual storage deliverability, and other service provisions
("Service Provisions") reflected in ANR FERC Tariffs for ETS, NNS
and FSS.
2. Seller shall provide Buyer with WDS2 with the following delivered
service entitlements:
Contract Months Maximum Daily WDS 2.2 Maximum Annual WDS2.2
- --------------- --------------------- ---------------------
November 59,000 Dth/day 4,400,000 Dth during any
winter period.
December 59,000 Dth/day
January 59,000 Dth/day
February 59,000 Dth/day
March 59,000 Dth/day
April-October* 29,000 Dth/day of NNS
3. Buyer shall pay Seller as follows:
a. For WDS 2.2 Commodity:
Summer purchase quantities will be
determined jointly, by both parties, prior to April 1 of
each year. During each summer month, Buyer shall pay Seller
one-seventh of the summer purchase quantity times the
agreed Monthly Index price. Other purchases shall be agreed
upon, by Buyer and Seller; Pursuant to Appendix E.
b. For WDS 2.2 Variable Costs:
Applicable pipeline costs if any as agreed to by
both parties
c. For WDS 2.2 Demand Costs as follows :
November - March : $401,211
April - October : $ 296,820
and other applicable costs if any as billed. Total Annual
Cost for these services shall be $ 4,083,795. (Not
including penalties, overrun charges, etc as mutually
agreed upon by both parties.)
4. WDS 2.2 service expires March 31, 2003.
IGC-Appendix J.2.2
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
Amendment
- ---------
Seller and Buyer agree that this Appendix J.2.2 may be amended from
--------------
time to time by mutual agreement of the Parties which amendment ultimately will
be memorialized in a revised Appendix J.2.2.
--------------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
-------------------------- -----------------------------
Terrence F. Peak William S. Doty
-------------------------- -----------------------------
Its: Executive Vice President Its: Sr. VP
-------------------------- -----------------------------
IGC-Appendix J.3
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX J.3 - Winter Delivery Service 3
Winter Delivery Service 3 TETCO ("WDS 3")
1. Seller shall provide Buyer with WDS 3 with the following delivered
service entitlements:
Contract Month Maximum Daily WDS 3 Maximum Monthly WDS 3
- -------------- ------------------- ---------------------
November 5,856 Dth/day 5,856 Dth times the number of
days in the month.
December 5,856 Dth/day
January 5,856 Dth/day
February 5,856 Dth/day
March 5,856 Dth/day
2. Unless otherwise agreed upon, Seller shall provide entitlements
from the Texas Gas /Texas Eastern Interconnect to Buyer's
Greensburg system.
3.Buyer shall pay Seller as follows:
a. For WDS 3 Commodity:
Purchase quantities will be determined jointly by the
parties and priced pursuant to Appendix E.
b. For WDS 3 Variable Costs:
TETCO Fuels under the effective TETCO rate schedule FT-1.
c. For WDS 3 Demand Costs:
Monthly Demand Costs of $36,662.66.and other applicable
pipeline costs, if any as billed.
4. This WDS 3 service expires October 31, 2004.
5. WDS 3 shall be subject to the provisions of service reflected
in TETCO FT-1 tariffs as well as applicable FERC tariffs.
IGC-Appendix J.3
Gas Sales And Portfolio Administration Agreement Revised Page No. 2
August 1, 2002
Amendment
- ---------
Seller and Buyer agree that this Appendix J.3 may be amended from time
------------
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix J.3.
------------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- ----------------------------
Terrence F. Peak William S. Doty
------------------------- ----------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- ----------------------------
IGC-Appendix J.4
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX J.4 - Winter Delivery Service 4
Winter Delivery Service 4 TGT ("WDS4")
1. Starting November 1, 2002, consistent with Buyer's supply
plans, Seller shall provide Buyer with WDS4 with the following
delivered service entitlements:
Contract Months Max Nominated Monthly
--------------- ------------- -------
Daily Qty Demand $
--------- --------
November 20,000 Dth/day $162,060.00
December 20,000 Dth/day $167,462.00
January 20,000 Dth/day $167,462.00
February 20,000 Dth/day $151,256.00
Leap Year $156,658.00
---------
March 20,000 Dth/day $167,462.00
April - October 0 Dth/day $0
Maximum Seasonal Qty Nov. - Mar. Apr. - Oct.
--------------------
3,020,000 0
2. Unless otherwise agreed upon, Seller shall provide entitlements to
Buyer's Central system.
3. Buyer shall pay Seller as follows:
a. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties
and priced pursuant to Appendix E.
----------
IGC-Appendix J.4
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
b. For WDS4 Variable Costs:
Variable Cost Rates under the effective Texas Gas FT
rate schedule.
c. For WDS4 Demand Costs:
Demand Cost Rate as defined in Paragraph 1.
d. For WDS4 Fuel:
Fuels under the currently effective Texas Gas FT rate
schedule.
4. WDS4 service expires October 31, 2004.
5. Sellers provisions of WDS4 shall be subject to the provisions of
service reflected in Texas Gas FT tariffs, as well as other Texas Gas
FERC tariffs as may be applicable to the provision of those services.
Amendment
- ---------
Seller and Buyer agree that this Appendix J.4 may be amended from time
------------
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix J.4
------------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- --------------------------
Terrence F. Peak William S. Doty
------------------------- --------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- --------------------------
IGC-Appendix J.5
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX J.5 - Winter Delivery Service 5
Winter Delivery Service 5 TGT ("WDS 5")
1. Starting November 1, 2000, consistent with Buyer's supply plans,
Seller shall provide Buyer with WDS 5 with the following
delivered service entitlements:
Contract Months Max Nominated Monthly
--------------- ------------- -------
Daily Qty Demand $
--------- --------
November 13,000 Dth/day $105,339.00
December 13,000 Dth/day $108,850.30
January 13,000 Dth/day $108,850.30
February 13,000 Dth/day $ 98,316.40
Leap Year $101,827.70
March 13,000 Dth/day $108,850.30
April - October 0 Dth/day
Maximum Seasonal Qty Nov. - Mar. Apr. - Oct.
--------------------
1,963,000 0
2. Unless otherwise agreed upon, Seller shall provide entitlements to
Buyer's Central system.
3. Buyer shall pay Seller as follows:
a. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties and
priced pursuant to Appendix E.
IGC-Appendix J.5
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
b. For WDS 5 Variable Costs:
The effective Variable Cost Rates and Fuels under
Texas Gas FT rate schedule and other applicable
costs, if any as billed.
c. For WDS 5 Demand Costs:
Demand Cost Rate as defined in Paragraph 1 and other applicable
costs, if any as billed.
d. For WDS 5 Fuel:
Fuels under the currently effective Texas Gas FT rate schedule.
4. WDS 5 service expires October 31, 2002.
5. Sellers provisions of WDS 5 shall be subject to the provisions of
service reflected in Texas Gas FT tariffs, as well as other Texas
Gas FERC tariffs as may be applicable to the provision of those
services
Amendment
- ---------
Seller and Buyer agree that this Appendix J.5 may be amended from time
------------
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix J.5
------------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- ----------------------------
Terrence F. Peak William S. Doty
------------------------- ----------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- ----------------------------
IGC-Appendix J.6
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX J.6 - Winter Delivery Service 6
Winter Delivery Service 6 PEPL ("WDS 6")
1. Starting November 1, 2002, consistent with Buyer's supply plans,
Seller shall provide Buyer with WDS 6 with the following delivered
service entitlements:
Contract Months Max Nominated
--------------- -------------
Daily Qty
---------
November 30,000 Dth/day
December 30,000 Dth/day
January 30,000 Dth/day
February 30,000 Dth/day
March 30,000 Dth/day
April - October 0 Dth/day
Maximum Seasonal Qty Nov. - Mar. Apr. - Oct.
--------------------
4,530,000 0
2. Unless otherwise agreed upon, Seller shall provide entitlements to
Buyer's North East system.
3. Buyer shall pay Seller as follows:
a. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties
and priced pursuant to Appendix E.
b. For WDS 6 Variable Costs:
Applicable pipeline costs if any as agreed to by both parties.
c. For WDS 6 Monthly Demand Costs as follows :
November - March : $ 344,200
and other applicable costs if any as billed. Total Annual Cost
for these services shall be $ 1,721,000. (Not including
penalties, overrun charges, etc as mutually agreed upon by both
parties.)
IGC-Appendix J.6
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
4. WDS 6 service expires October 31, 2004.
5. Sellers provisions of WDS 6 shall be subject to the provisions of
service reflected in Panhandle Eastern's and Trunkline Gas Company's
EFT & FT tariffs, as well as other Panhandle Eastern and Trunkline
Gas Company FERC tariffs as may be applicable to the provision of
those services.
Amendment
- ---------
Seller and Buyer agree that this Appendix J.6 may be amended from time
------------
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix J.6
------------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- ----------------------------
Terrence F. Peak William S. Doty
------------------------- ----------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- ----------------------------
IGC-Appendix K.1
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX K.1 - Annual Delivery Service
Annual Delivery Service ("ADS 1")
1. Seller shall provide Buyer with ADS 1 with the following nominated
delivered service entitlements:
Contract Months Maximum Daily ADS 1 Maximum Monthly ADS 1 Monthly
--------------- ------------------- --------------------- -------
Demand $
--------
November 5,000 Dth/day 5,000 Dth times the number $36,000.00
of days in the month.
December 5,000 Dth/day $37,200.00
January 5,000 Dth/day $37,200.00
February 5,000 Dth/day $33,600.00
Leap Year $34,800.00
March 5,000 Dth/day $37,200.00
April 5,000 Dth/day $36,000.00
May 5,000 Dth/day $37,200.00
June 5,000 Dth/day $36,000.00
July 5,000 Dth/day $37,200.00
August 5,000 Dth/day $37,200.00
September 5,000 Dth/day $36,000.00
October 5,000 Dth/day $37,200.00
2. Buyer shall pay Seller as follows:
a. For ADS 1 Commodity:
Purchase quantities will be determined jointly by the
parties and priced pursuant to Appendix E.
b. For ADS 1 Variable Costs:
Applicable pipeline costs if any as agreed to by both
parties.
c. For ADS1 Demand Costs:
Demand Cost Rate as defined in Paragraph 1 and other
applicable additional pipeline costs, if any, as billed.
Appendix K.1
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
3. This ADS 1 service expires March 31, 2003.
4. ADS 1 shall be subject to the provisions of service reflected
ANR's FERC Tariffs for ETS and Gathering Services as well as
applicable FERC tariffs.
Amendment
- ---------
Seller and Buyer agree that this Appendix K.1 may be amended from time
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.1.
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- ---------------------------
Terrence F. Peak William S. Doty
------------------------- ---------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- ---------------------------
IGC-Appendix K.2
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX K.2 - Annual Delivery Service 2
Annual Delivery Service 2 TETCO ("ADS 2")
1. Seller shall provide Buyer with ADS 2 with the following delivered
Service entitlements:
Contract Months Maximum Daily ADS 2 Maximum Monthly ADS 2
--------------- ------------------- --------------------------
November 5,806 Dth/day 5,806 Dth times the number
of days in the month.
December 5,806 Dth/day
January 5,806 Dth/day
February 5,806 Dth/day
March 5,806 Dth/day
April 5,806 Dth/day
May 5,806 Dth/day
June 5,806 Dth/day
July 5,806 Dth/day
August 5,806 Dth/day
September 5,806 Dth/day
October 5,806 Dth/day
IGC-Appendix K.2
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
2. Buyer shall pay Seller as follows:
a. For ADS 2 Commodity:
Purchase quantities will be determined jointly by the
parties and priced pursuant to Appendix E.
b. For ADS 2 Variable Costs:
TETCO Variable Cost Rates and Fuels under TETCO FT-1
Tariff.
c. For ADS 2 Demand Costs:
Monthly Demand Costs of $59,261.84 and other applicable
pipeline costs, if any as billed.
3. Term : 3,000 Dth/Day expires October 31, 2004. 2,806 Dth/Day
expires October 31, 2005.
4. ADS 2 shall be subject to the provisions of service reflected
in TETCO FT-1 Tariff as well as applicable FERC tariffs.
Amendment
- ---------
Seller and Buyer agree that this Appendix K2 may be amended from time
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K2.
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- ----------------------------
Terrence F. Peak William S. Doty
------------------------- ----------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- ----------------------------
IGC-Appendix K.3
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX K.3 - Annual Delivery Service 3
Annual Delivery Service 3 TGT ("ADS 3")
1. Seller shall provide Buyer with ADS 3 with the following delivered
Service entitlements:
Contract Months Maximum Daily ADS 3 Maximum Monthly ADS 3 Monthly
- --------------- ------------------- --------------------- ----------
Demand $
----------
November 5,856 Dth/day 5,856 Dth times the number $33,853.54
of days in the month.
December 5,856 Dth/day $34,981.99
January 5,856 Dth/day $34,981.99
February 5,856 Dth/day $31,596.63
Leap Year $32,725.08
March 5,856 Dth/day $34,981.99
April 5,856 Dth/day $14,054.40
May 5,856 Dth/day $14,522.88
June 5,856 Dth/day $14,054.40
July 5,856 Dth/day $14,522.88
August 5,856 Dth/day $14,522.88
September 5,856 Dth/day $14,054.40
October 5,856 Dth/day $14,522.88
2. Primary Receipt Point: TGT ANR Slaughters Meter. Secondary Receipt
Point: Indiana Gas Meter #1440.
3. Primary Delivery Point is the Lebanon Lateral. Secondary within the
path is Indiana Gas Meter #1702.
4. Buyer shall pay Seller as follows:
a. For ADS 3 Commodity as follows:
Purchase quantities will be determined jointly by the
parties and priced pursuant to Appendix E.
b. For ADS 3 Variable Costs:
TGT Variable Cost Rates and Fuels under the effective TGT
FT Rate Schedule
c. For ADS 3 Demand Costs:
Demand Cost Rate as defined in Paragraph 1 and other
applicable pipeline costs, if any as billed.
IGC-Appendix K.3
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
5. This ADS 3 service expires October 31, 2003.
6. ADS 3 shall be subject to the provisions of service reflected in
the Texas Gas EFT tariff as well as applicable FERC tariffs.
Amendment
- ---------
Seller and Buyer agree that this Appendix K.3 may be amended from time
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.3.
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- ---------------------------
Terrence F. Peak William S. Doty
------------------------- ---------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- ---------------------------
IGC-Appendix K.4
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX K.4 - Annual Delivery Service 4
Annual Delivery Service 4 ("ADS 4")
1. Starting April 1, 2001, consistent with Buyer's supply plans,
Seller shall provide Buyer with ADS 4 with the following
delivered Service entitlements:
Contract Months Maximum Daily ADS 4 Maximum Monthly Winter ADS 4
- --------------- ------------------- ----------------------------
Nov - March 30,572 Dth/day 30,572 Dth times the number of
days in the month.
April, May, October 30,572 Dth/day 30,572 Dth times 5 days for each
month.
Max. Annual ADS 4 4,585,800 Dth
2. Unless otherwise agreed, delivery of these volumes will be into the
North/East system.
3. Buyer shall pay Seller as follows:
a. For ADS 4 Commodity as follows:
Purchase quantities will be determined priced at ANR Gulf Index
pursuant to Appendix E pricing.
b. For ADS 4 Variable Costs:
ANR ACA costs and Fuels under ANR ETS rate schedule for routes
from ANR SE Gathering to IGC.
c. For ADS 4 Demand Costs:
Demand costs as follows:
Nov. - March $222,870
April, May & October $211,726
and other applicable pipeline costs, if any, for routes from
ANR SE Gathering to IGC.
4. This ADS 4 service expires October 31, 2003.
5. ADS 4 shall be subject to the provisions of service reflected in
ANR ETS Service as well as applicable FERC tariffs.
Amendment
- ---------
Seller and Buyer agree that this Appendix K.4 may be amended from time
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.4.
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- --------------------------
Terrence F. Peak William S. Doty
------------------------- --------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- --------------------------
IGC-Appendix K.5
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX K.5 - Annual Delivery Service 5
Annual Delivery Service 5 ("ADS 5")
1. Starting November 1, 2001, consistent with the Buyer's supply
plans, Seller shall provide Buyer with ADS 5 with the following
delivered Service entitlements:
Contract Months Maximum Daily ADS 5 Maximum Monthly ADS 5 Monthly
--------------- ------------------- --------------------- -------
Demand $
--------
November 8,000 Dth/day 8,000 Dth times the number $38,400.00
of days in the month.
December 8,000 Dth/day $39,680.00
January 8,000 Dth/day $39,680.00
February 8,000 Dth/day $35,840.00
Leap Year $37,120.00
March 8,000 Dth/day $39,680.00
April 8,000 Dth/day $38,400.00
May 8,000 Dth/day $39,680.00
June 8,000 Dth/day $38,400.00
July 8,000 Dth/day $39,680.00
August 8,000 Dth/day $39,680.00
September 8,000 Dth/day $38,400.00
October 8,000 Dth/day $39,680.00
.
2. Delivery of these volumes will be into the Central system. 3. Buyer
shall pay Seller as follows:
a. For ADS 5 Commodity as follows:
Purchase quantities will be determined Priced at Chicago Index
pursuant to Appendix E pricing.
b. For ADS 5 Variable Costs:
Variable Cost Rates and Fuels under applicable tariffs for
Midwestern Gas Transmission (Chicago to Texas Gas Zone 3) and
Texas Gas (Zone 3 to Zone 3) (together the "Chicago Route")
IGC-Appendix K.5
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
c. For ADS 5 Demand Costs:
Demand Cost Rate as defined in Paragraph 1 and other applicable
pipeline costs, if any, under applicable tariffs for the Chicago
Route.
4. This ADS 5 service expires October 31, 2003.
5. ADS 5 shall be subject to the provisions of service reflected in
applicable FERC tariffs.
Amendment
- ---------
Seller and Buyer agree that this Appendix K.5 may be amended from time
------------
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.5.
------------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
-------------------------- -----------------------------
Terrence F. Peak William S. Doty
-------------------------- -----------------------------
Its: Executive Vice President Its: Sr. VP
-------------------------- -----------------------------
IGC-Appendix K.6
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX K.6 - Annual Delivery Service 6
Annual Delivery Service 6 TGT ("ADS 6")
1. Starting November 1, 2000, consistent with Buyer's supply plans,
Seller shall provide Buyer with ADS 6 with the following
delivered service entitlements:
Contract Months Max Nominated Max Unnominated Total MDQ Monthly
--------------- ------------- ---------------- ----------- -------
Daily Qty Daily Qty Demand $
---------- --------- --------
November 23,240 Dth/day 33,553 Dth/day 56,793 Dth/day $650,166.28
December 23,240 Dth/day 33,553 Dth/day 56,793 Dth/day $671,838.47
January 23,240 Dth/day 33,553 Dth/day 56,793 Dth/day $671,838.47
February 23,240 Dth/day 33,553 Dth/day 56,793 Dth/day $606,821.85
Leap Year $628,494.06
March 23,240 Dth/day 33,553 Dth/day 56,793 Dth/day $671,838.47
April 15,109 Dth/day 22,455 Dth/day 37,565 Dth/day $430,044.12
May 15,109 Dth/day 15,109 Dth/day $178,733.43
June 15,109 Dth/day 15,109 Dth/day $172,967.83
July 15,109 Dth/day 15,109 Dth/day $178,733.43
August 15,109 Dth/day 15,109 Dth/day $178,733.43
September 15,109 Dth/day 15,109 Dth/day $172,967.83
October 15,109 Dth/day 29,166 Dth/day 44,275 Dth/day $523,755.54
Maximum Seasonal Qty Nov. - Mar. Apr. - Oct.
- --------------------
4,500,000 2,242,666
Unnominated Winter Seasonal Qty 990,666
- -------------------------------
IGC-Appendix K.6
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
2. Unless otherwise agreed upon, Seller shall provide entitlements to
Buyer's Central system.
3. Buyer shall pay Seller as follows:
a. For Unnominated Quantities:
Summer purchase quantities will be determined jointly by the
parties prior to April 1 of each year to replace quantities
delivered during the prior winter season. During each summer
month, Buyer shall pay Seller one seventh of the summer purchase
quantity times the Texas Gas Monthly Index price.
b. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties
and priced pursuant to Appendix E.
c. For ADS 6 Variable Costs:
Variable Cost Rates under the effective Texas Gas NNS rate
schedule and other applicable costs, if any as billed.
d. For ADS 6 Demand Costs:
Demand Cost Rate as defined in Paragraph 1 and other applicable
costs, if any as billed.
e. For ADS 6 Fuel:
Fuels under the currently effective Texas Gas NNS rate schedule.
4. This ADS 6 service expires October 31, 2003.
5. Sellers provisions of ADS 6 shall be subject to the provisions of
service reflected in Texas Gas NNS tariffs, as well as other Texas
Gas FERC tariffs as may be applicable to the provision of those
services
Amendment
- ----------
Seller and Buyer agree that this Appendix K.6 may be amended from time
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.6
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- -----------------------------
Terrence F. Peak William S. Doty
------------------------- -----------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- -----------------------------
IGC-Appendix K.7
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX K.7 - Annual Delivery Service 7
Annual Delivery Service 7 TGT ("ADS 7")
1. Starting November 1, 2000, consistent with Buyer's supply
plans, Seller shall provide Buyer with ADS 7 with the following
delivered service entitlements:
Contract Months Max Nominated Max Unnominated Total MDQ Monthly
--------------- ------------- ---------------- ----------- -------
Daily Qty Daily Qty Demand $
---------- --------- --------
November 23,241 Dth/day 33,553 Dth/day 56,794 Dth/day $650,177.71
December 23,241 Dth/day 33,553 Dth/day 56,794 Dth/day $671,850.30
January 23,241 Dth/day 33,553 Dth/day 56,794 Dth/day $671,850.30
February 23,241 Dth/day 33,553 Dth/day 56,794 Dth/day $606,832.53
Leap Year $628,505.12
March 23,241 Dth/day 33,553 Dth/day 56,794 Dth/day $671,850.30
April 15,109 Dth/day 22,455 Dth/day 37,564 Dth/day $430,032.67
May 15,109 Dth/day 15,109 Dth/day $178,733.43
June 15,109 Dth/day 15,109 Dth/day $172,967.83
July 15,109 Dth/day 15,109 Dth/day $178,733.43
August 15,109 Dth/day 15,109 Dth/day $178,733.43
September 15,109 Dth/day 15,109 Dth/day $172,967.83
October 15,109 Dth/day 29,166 Dth/day 44,275 Dth/day $523,755.54
Maximum Seasonal Qty Nov. - Mar. Apr. - Oct.
- --------------------
4,500,000 2,242,666
Unnominated Winter Seasonal Qty 990,666
- -------------------------------
IGC-Appendix K.7
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
2. Unless otherwise agreed upon, Seller shall provide entitlements to Buyer's
Central system.
3. Buyer shall pay Seller as follows:
a. For Unnominated Quantities:
Summer purchase quantities will be determined jointly by the
parties prior to April 1 of each year to replace quantities
delivered during the prior winter season. During each summer
month, Buyer shall pay Seller one seventh of the summer purchase
quantity times the Texas Gas Monthly Index price.
b. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties
and priced pursuant to Appendix E.
c. For ADS7 Variable Costs:
Variable Cost Rates under the effective Texas Gas NNS rate
schedule and other applicable costs, if any as billed.
d. For ADS7 Demand Costs:
Demand Cost Rate as defined in Paragraph 1 and other applicable
pipeline costs, if any as billed.
4. This ADS 7 service expires October 31, 2004.
5. Sellers provisions of ADS 7 shall be subject to the provisions of
service reflected in Texas Gas NNS tariffs, as well as other Texas
Gas FERC tariffs as may be applicable to the provision of those
services
Amendment
- ---------
Seller and Buyer agree that this Appendix K.7 may be amended from time
------------
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.7
------------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
-------------------------- --------------------------
Terrence F. Peak William S. Doty
-------------------------- --------------------------
Its: Executive Vice President Its: Sr. VP
-------------------------- --------------------------
IGC-Appendix K.8
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX K.8 - Annual Delivery Service 8
Annual Delivery Service 8 TGT ("ADS 8")
1. Starting November 1, 2000, consistent with Buyer's supply
plans, Seller shall provide Buyer with ADS 8 with the following
delivered service entitlements:
Contract Months Max Nominated Max Unnominated Total MDQ Monthly
--------------- ------------- ---------------- ----------- -------
Daily Qty Daily Qty Demand $
---------- --------- --------
November 23,241 Dth/day 33,553 Dth/day 56,794 Dth/day $650,177.71
December 23,241 Dth/day 33,553 Dth/day 56,794 Dth/day $671,850.30
January 23,241 Dth/day 33,553 Dth/day 56,794 Dth/day $671,850.30
February 23,241 Dth/day 33,553 Dth/day 56,794 Dth/day $606,832.53
Leap Year $628,505.12
March 23,241 Dth/day 33,553 Dth/day 56,794 Dth/day $671,850.30
April 15,109 Dth/day 22,455 Dth/day 37,564 Dth/day $430,032.67
May 15,109 Dth/day 15,109 Dth/day $178,733.43
June 15,109 Dth/day 15,109 Dth/day $172,967.83
July 15,109 Dth/day 15,109 Dth/day $178,733.43
August 15,109 Dth/day 15,109 Dth/day $178,733.43
September 15,109 Dth/day 15,109 Dth/day $172,967.83
October 15,109 Dth/day 29,166 Dth/day 44,275 Dth/day $523,755.54
Maximum Seasonal Qty Nov. - Mar. Apr. - Oct.
- --------------------
4,500,000 2,242,666
Unnominated Winter Seasonal Qty 990,666
- -------------------------------
IGC-Appendix K.8
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
2. Unless otherwise agreed upon, Seller shall provide entitlements to
Buyer's Central system.
3. Buyer shall pay Seller as follows:
a. For Unnominated Quantities:
Summer purchase quantities will be determined jointly by the
parties prior to April 1 of each year to replace quantities
delivered during the prior winter season. During each summer
month, Buyer shall pay Seller one seventh of the summer purchase
quantity times the Texas Gas Monthly Index price.
b. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties
and priced pursuant to Appendix E.
c. For ADS 8 Variable Costs:
Variable Cost Rates under the effective Texas Gas NNS rate
schedule and other applicable costs, if any as billed.
d. For ADS 8 Demand Costs:
Demand Cost Rate as defined in Paragraph 1 and other applicable
costs, if any as billed.
e. For ADS 8 Fuel:
Fuels under the currently effective Texas Gas NNS rate schedule.
4. This ADS 8 service expires October 31, 2003.
5. Sellers provisions of ADS 8 shall be subject to the provisions of
service reflected in Texas Gas NNS tariffs, as well as other Texas
Gas FERC tariffs as may be applicable to the provision of those
services
Amendment
- ----------
Seller and Buyer agree that this Appendix K.8 may be amended from time
------------
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.8
------------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
------------------------- --------------------------
Terrence F. Peak William S. Doty
------------------------- --------------------------
Its: Executive Vice President Its: Sr. VP
------------------------- --------------------------
IGC-Appendix K.9
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX K.9 - Annual Delivery Service 9
Annual Delivery Service 9 TGT ("ADS 9")
1. Starting November 1, 2000, consistent with Buyer's supply
plans, Seller shall provide Buyer with ADS9 with the
following delivered service entitlements:
Contract Months Max Nominated Monthly
--------------- ------------- -------
Daily Qty Demand $
--------- --------
November 31,000 Dth/day $312,480.00
December 31,000 Dth/day $322,896.00
January 31,000 Dth/day $322,896.00
February 31,000 Dth/day $291,648.00
Leap Year $302,064.00
March 31,000 Dth/day $322,896.00
April 10,000 Dth/day $100,800.00
May 10,000 Dth/day $104,160.00
June 10,000 Dth/day $100,800.00
July 10,000 Dth/day $104,160.00
August 10,000 Dth/day $104,160.00
September 10,000 Dth/day $100,800.00
October 10,000 Dth/day $104,160.00
Maximum Seasonal Qty Nov. - Mar. Apr. - Oct.
- --------------------
4,681,000 2,140,000
IGC-Appendix K.9
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
2. Unless otherwise agreed upon, Seller shall provide entitlements to
Buyer's South system.
3. Buyer shall pay Seller as follows:
a. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties and
priced pursuant to Appendix E.
b. For ADS 9 Variable Costs:
Variable Cost Rates under the effective Texas Gas FT rate schedule
and other applicable costs, if any as billed.
c. For ADS 9 Demand Costs:
Demand Cost Rate as defined in Paragraph 1 and other applicable
costs, if any as billed.
d. For ADS 9 Fuel:
Fuels under the currently effective Texas Gas FT rate schedule.
4. This ADS 9 service expires October 31, 2003.
5. Sellers provisions of ADS 9 shall be subject to the provisions of
service reflected in Texas Gas FT tariffs, as well as other Texas
Gas FERC tariffs as may be applicable to the provision of those
services.
Amendment
- ---------
Seller and Buyer agree that this Appendix K.9 may be amended from time
------------
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.9
------------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
-------------------------- ---------------------------
Terrence F. Peak William S. Doty
-------------------------- ---------------------------
Its: Executive Vice President Its: Sr. VP
-------------------------- ---------------------------
IGC-Appendix K.10
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX K.10 - Annual Delivery Service 10
Annual Delivery Service 10 TGT ("ADS 10")
1. Starting November 1, 2000, consistent with Buyer's supply plans,
Seller shall provide Buyer with ADS 10 with the following delivered
service entitlements:
Contract Months Max Nominated Max Unnominated Total MDQ Monthly
--------------- ------------- --------------- --------- -------
Daily Qty Daily Qty Demand $
--------- --------- --------
November 15,192 Dth/day 26,495 Dth/day 41,687 Dth/day $559,647.98
December 15,192 Dth/day 26,495 Dth/day 41,687 Dth/day $578,302.91
January 15,192 Dth/day 26,495 Dth/day 41,687 Dth/day $578,302.91
February 15,192 Dth/day 26,495 Dth/day 41,687 Dth/day $522,338.11
Leap Year $540,993.04
March 15,192 Dth/day 26,495 Dth/day 41,687 Dth/day $578,302.91
April 11,066 Dth/day 17,417 Dth/day 28,483 Dth/day $382,384.28
May 11,066 Dth/day 11,066 Dth/day $153,513.09
June 11,066 Dth/day 11,066 Dth/day $148,561.05
July 11,066 Dth/day 11,066 Dth/day $153,513.09
August 11,066 Dth/day 11,066 Dth/day $153,513.09
September 11,066 Dth/day 11,066 Dth/day $148,561.05
October 11,066 Dth/day 22,716 Dth/day 33,782 Dth/day $468,640.80
Maximum Seasonal Qty Nov. - Mar. Apr. - Oct.
- --------------------
3,462,143 1,200,000
Unnominated Winter Seasonal Qty 1,168,151
- -------------------------------
IGC-Appendix K.10
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
2. Unless otherwise agreed upon, Seller shall provide entitlements to
Buyer's South system.
3. Buyer shall pay Seller as follows:
a. For Unnominated Quantities:
Summer purchase quantities will be determined jointly by the
parties prior to April 1 of each year to replace quantities
delivered during the prior winter season. During each summer
month, Buyer shall pay Seller one seventh of the summer purchase
quantity times the Texas Gas Monthly Index price.
b. For Nominated Commodity as follows:
Purchase quantities will be determined jointly by the parties and
priced pursuant to Appendix E.
c. For ADS 10 Variable Costs:
Variable Cost Rates under the effective Texas Gas NNS rate\
schedule and other applicable costs, if any as billed.
d. For ADS 10 Demand Costs:
Demand Cost Rate as defined in Paragraph 1 and other applicable
costs, if any as billed.
e. For ADS 10 Fuel:
Fuels under the currently effective Texas Gas NNS rate schedule.
4. This ADS 10 service expires October 31, 2003.
5. Sellers provisions of ADS 10 shall be subject to the provisions of
service reflected in Texas Gas NNS tariffs, as well as other Texas
Gas FERC tariffs as may be applicable to the provision of those
services.
Amendment
- ---------
Seller and Buyer agree that this Appendix K.10 may be amended from time
-------------
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.10
-------------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
-------------------------- ---------------------------
Terrence F. Peak William S. Doty
-------------------------- ---------------------------
Its: Executive Vice President Its: Sr. VP
-------------------------- ---------------------------
IGC-Appendix K.11
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX K.11 - Annual Delivery Service 11
Annual Delivery Service 11 ("ADS 11")
1. Starting March 1, 1999, consistent with the Buyer's supply plans,
Seller shall provide Buyer with ADS 11 with the following
delivered Service entitlements:
Contract Months Maximum Daily ADS 11 Maximum Monthly ADS 11 Monthly
--------------- -------------------- ---------------------- -------
Demand $
--------
March 51,431 Dth/day 51,431 Dth times the number $647,151.13
of days in the month.
April 51,431 Dth/day $626,275.29
May 51,431 Dth/day $647,151.13
June 51,431 Dth/day $626,275.29
July 51,431 Dth/day $647,151.13
August 51,431 Dth/day $647,151.13
September 51,431 Dth/day $626,275.29
October 51,431 Dth/day $647,151.13
November 51,431 Dth/day $626,275.29
December 51,431 Dth/day $647,151.13
January 51,431 Dth/day $647,151.13
February 51,431 Dth/day $584,523.60
Leap Year $605,399.44
2. Delivery of these volumes will be into the Northeast system.
3. Buyer shall pay Seller as follows:
a. For ADS 11 Commodity as follows:
Purchase quantities will be determined pursuant to Appendix E
pricing.
b. For ADS 11 Variable Costs:
Variable cost of $.0280/Dth Fuels under applicable tariffs for
Panhandle Eastern EFT and other applicable pipeline costs if any.
c. For ADS 11 Demand Costs:
Monthly Demand Cost Rate as defined in Paragraph 1 and other
applicable pipeline costs if any.
IGC-Appendix K.11
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
4. This ADS 11 service expires March 31, 2003.
5. Sellers provisions of ADS 11 shall be subject to the provisions of
service reflected in Panhandle Eastern EFT tariffs, as well as
other Panhandle Eastern FERC tariffs as may be applicable to the
provision of those services.
Amendment
Seller and Buyer agree that this Appendix K.11 may be amended from time
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.11.
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
-------------------------- -----------------------------
Terrence F. Peak William S. Doty
-------------------------- -----------------------------
Its: Executive Vice President Its: Sr. VP
-------------------------- -----------------------------
IGC-Appendix K.12
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX K.12 - Annual Delivery Service 12
Annual Delivery Service 12 ("ADS 12")
1. Starting April 1, 2002, consistent with Buyer's supply plans,
Seller shall provide Buyer with ADS 12 with the following
delivered service entitlements:
Max Annual Max
---------- ---
Contract Nominated Unnominated
-------- --------- -----------
Months Daily Qty Daily Qty Total MDQ
------ --------- --------- ---------
April 128,575 Dth/day 10,000 Dth/day* 138,575 Dth/day
May 128,575 Dth/day 128,575 Dth/day
June 128,575 Dth/day 128,575 Dth/day
July 128,575 Dth/day 128,575 Dth/day
August 128,575 Dth/day 128,575 Dth/day
September 128,575 Dth/day 128,575 Dth/day
October 128,575 Dth/day 10,000 Dth/day* 138,575 Dth/day
November 128,575 Dth/day 100,000 Dth/day 228,575 Dth/day
December 128,575 Dth/day 100,000 Dth/day 228,575 Dth/day
January 128,575 Dth/day 100,000 Dth/day 228,575 Dth/day
February 128,575 Dth/day 100,000 Dth/day 228,575 Dth/day
March 128,575 Dth/day 100,000 Dth/day 228,575 Dth/day
Maximum Unnominated Qty. Oct. - April
- -----------------------
9,059,700
* Subject to nomination and availability within Maximum Unnominated Qty.
---------------
IGC-Appendix K.12
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
2. Unless otherwise agreed upon, delivery of these volumes will be
into the Northeast system.
3. Buyer shall pay Seller as follows:
a. For Unnominated Quantities:
Summer purchase quantities will be determined jointly by the
parties prior to April 1 of each year to replace quantities
delivered during the prior winter season. During each summer month,
Buyer shall pay Seller one seventh of the summer purchase quantity
times the Panhandle Eastern Gas Monthly Index price.
b. For Nominated Quantities as follows:
Purchase quantities will be determined jointly by the parties and
priced pursuant to Appendix E.
c. Fuels under applicable tariffs for Panhandle Eastern EFT, FS and
other applicable pipeline costs if any.
d. For ADS 12 Nominated Quantities Variable Costs :
Applicable pipeline costs if any as agreed to by both parties.
e. For ADS 12 Demand Costs as follows :
April - October: $ 2,635,101
November - March : $ 2,733,347
and other applicable costs if any as billed. Total Annual Cost for
these services shall be $ 32,112,439. (Not including penalties,
overrun charges, etc as mutually agreed upon by both parties.)
4. Term : 50,000 Dth/day of Unnominated Quantity expires March 31,
2003. 77,144 Dth/day of Nominated Quantity expires March 31, 2003.
50,000 Dth/day of Unnominated Quantity expires March 31, 2004.
51,431 Dth/day of Nominated Quantity expires March 31, 2004.
5. Sellers provisions of ADS 12 shall be subject to the provisions of
PEPL EFT, FS, & GDS Tariffs as well as applicable FERC tariffs.
6. Additionally, Seller will provide Buyer a 10,000 Dth/Day point
balancing service.
Amendment
- ---------
Seller and Buyer agree that this Appendix K.12 may be amended from time
-------------
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.12.
-------------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
-------------------------- ----------------------------
Terrence F. Peak William S. Doty
-------------------------- ----------------------------
Its: Executive Vice President Its: Sr. VP
-------------------------- ----------------------------
IGC-Appendix K.13
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX K.13 - Annual Delivery Service 13
Annual Delivery Service 13 ("ADS 13")
1. Starting August 1, 2002, consistent with Buyer's supply plans,
Seller shall provide Buyer with ADS 13 with the following
delivered service entitlements:
Max Annual Max
---------- ---
Contract Nominated Unnominated
-------- --------- -----------
Months Daily Qty Daily Qty Total MDQ
------ --------- --------- ---------
October 3,810 Dth/day 3,563 Dth/day 7,373 Dth/day
November 3,810 Dth/day 3,563 Dth/day 7,373 Dth/day
December 3,810 Dth/day 3,563 Dth/day 7,373 Dth/day
January 3,810 Dth/day 3,563 Dth/day 7,373 Dth/day
February 3,810 Dth/day 3,563 Dth/day 7,373 Dth/day
March 3,810 Dth/day 3,563 Dth/day 7,373 Dth/day
April 3,810 Dth/day 3,563 Dth/day 7,373 Dth/day
May 3,810 Dth/day 3,563 Dth/day 7,373 Dth/day
June 3,810 Dth/day 3,563 Dth/day 7,373 Dth/day
July 3,810 Dth/day 3,563 Dth/day 7,373 Dth/day
August 3,810 Dth/day 3,563 Dth/day 7,373 Dth/day
September 3,810 Dth/day 3,563 Dth/day 7,373 Dth/day
Maximum Unnominated Qty. Nov. - Oct.
- ------------------------ 213,750
IGC-Appendix K.13
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
2. Unless otherwise agreed upon, delivery of these volumes will be into
the Greensburg system.
3. Buyer shall pay Seller as follows:
a. For Unnominated Quantities:
Summer purchase quantities will be determined jointly by the parties
prior to April 1 of each year to replace quantities delivered
during the prior winter season. During each summer month, Buyer
shall pay Seller one seventh of the summer purchase quantity times
the Texas Eastern Gas Monthly Index price.
b. For Nominated Quantities as follows:
Purchase quantities will be determined jointly by the parties and
priced pursuant to Appendix E.
c. Fuels under applicable tariffs for Texas Eastern SCT & SS-1 and
other applicable pipeline costs if any.
d. For ADS 13 Nominated Quantities Variable Costs :
Variable costs under applicable tariffs for Texas Eastern SCT
tariff and other pipeline costs as agreed to by both parties.
e. For ADS 13 Un-nominated Quantities Variable Costs :
Variable costs under applicable tariffs for Texas Eastern SS-1
tariff and other pipeline costs as agreed to by both parties.
f. For ADS 13 Nominated Demand Costs as follows :
September - August : $ 19,317.04
and other applicable costs if any as billed. (Not including
penalties, overrun charges, etc as mutually agreed upon by both
parties.)
g. For ADS 13 Un-nominated Demand Costs as follows :
September - August : $ 21,821.33
and other applicable costs if any as billed.
4. Term : Nominated Quantity expires October 31, 2003. Unnominated
Quantity expires April 30, 2005.
5. Sellers provisions of ADS 13 shall be subject to the provisions of
TETCO SCT & SS-1 Tariffs as well as applicable FERC tariffs.
Amendment
- ---------
Seller and Buyer agree that this Appendix K.13 may be amended from time
-------------
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix K.13.
-------------
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
-------------------------- ----------------------------
Terrence F. Peak William S. Doty
-------------------------- ----------------------------
Its: Executive Vice President Its: Sr. VP
-------------------------- ---------------------------
IGC-Appendix M.1
Gas Sales And Portfolio Administration Agreement Original Page No. 1
August 1, 2002
APPENDIX M.1 - Summer Delivery Service 1
Summer Delivery Service 1 ("SDS 1")
1. Starting April 1, 2002, consistent with the Buyer's supply plans,
Seller shall provide Buyer with SDS 1 with the following delivered
Service entitlements:
Contract Months Maximum Daily SDS1 Maximum Monthly SDS1 Monthly
- --------------- ------------------ -------------------- -------
Demand $
--------
April 30,113 Dth/day 30,113 Dth times the number $121,325.28
of days in the month.
May 30,113 Dth/day $125,369.45
June 30,113 Dth/day $121,325.28
July 30,113 Dth/day $125,369.45
August 30,113 Dth/day $125,369.45
September 30,113 Dth/day $121,325.28
October 30,113 Dth/day $125,369.45
2. These delivery service entitlements shall be available at the
PEPL-ANR Defiance interconnect, subject to availability, within
Buyer's supply plan, of unutilized entitlements at the Indiana
Gas Gate on Panhandle Eastern Pipeline.
3. Buyer shall pay Seller as follows:
a. For SDS 1 Variable Costs:
Variable cost of $.005/Dth
Fuels under applicable tariffs for Panhandle Eastern
EFT.
b. For SDS 1 Demand Costs:
Monthly Demand Cost Rate as defined in Paragraph 1
and other applicable pipeline costs if any.
4. This SDS 1 service expires March 31, 2003.
5. Sellers provisions of SDS 1 shall be subject to the provisions of
service reflected in Panhandle Eastern EFT tariffs, as well as
other Panhandle Eastern FERC tariffs as may be applicable to the
provision of those services.
IGC-Appendix M.1
Gas Sales And Portfolio Administration Agreement Original Page No. 2
August 1, 2002
Amendment
- ---------
Seller and Buyer agree that this Appendix M.1 may be amended from time
to time by mutual agreement of the Parties which amendment ultimately will be
memorialized in a revised Appendix M.1.
PROLIANCE ENERGY, LLC. INDIANA GAS COMPANY, INC.
By: /S/ T F Peak By: /S/ William S. Doty
--------------------------- ---------------------------
Terrence F. Peak William S. Doty
--------------------------- ---------------------------
Its: Executive Vice President Its: Sr. VP
--------------------------- ---------------------------