Exhibit 10.2
GAS TRANSPORTATION AGREEMENT
BETWEEN
TEXAS GAS TRANSMISSION CORPORATION
AND
WESTERN KENTUCKY GAS COMPANY,
A DIVISION OF ATMOS ENERGY CORPORATION
DATED NOVEMBER 1, 1993
(Contract No. 3770, zone 2)
INDEX
PAGE NO.
ARTICLE I Definitions 1
ARTICLE II Transportation Service 1
ARTICLE III Scheduling and Transportation 2
Limitations
ARTICLE IV Points of Receipt, Delivery, 3
and Supply Lateral Allocation
ARTICLE V Term of Agreement 3
ARTICLE VI Point(s) of Measurement 3
ARTICLE VII Facilities 4
ARTICLE VIII Rates and Charges 4
ARTICLE IX Miscellaneous 5
EXHIBIT "A"
FIRM POINT(S) OF RECEIPT
EXHIBIT "A-I"
SECONDARY POINT(S) OF RECEIPT
EXHIBIT "B"
FIRM POINT(S) OF DELIVERY
EXHIBIT "C"
SUPPLY LATERAL CAPACITY
STANDARD FACILITIES KEY
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FIRM TRANSPORTATION AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of
November, 1993, by and between Texas Gas Transmission Corpora-
tion, a Delaware corporation, hereinafter referred to as "Texas
Gas," and Western Kentucky Gas Company, a Division of Atmos
Energy Corporation, a Texas corporation, hereinafter referred to
as "Customer,"
WITNESSETH:
WHEREAS, Customer has natural gas which cannot be moved into
its system through its existing facilities; and
WHEREAS, Texas Gas has the ability in its pipeline system to
move natural gas for the account of Customer; and
WHEREAS, Customer desires that Texas Gas transport such
natural gas for the account of Customer; and
WHEREAS, Customer and Texas Gas are of the opinion that the
transaction referred to above falls within the provisions of
Section 284.223 of Subpart G of Part 284 of the Federal Energy
Regulatory Commission's (Commission) regulations and the blanket
certificate issued to Texas Gas in Docket No. CP88-686-000, and
can be accomplished without the prior approval of the Commission;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties hereto covenant
and agree as follows:
ARTICLE I
Definitions
1.1 Definition of Terms of the General Terms and Conditions of
Texas Gas's FERC Gas Tariff on file with the Commission is hereby
incorporated by reference and made a part of this Agreement.
ARTICLE II
Transportation Service
2.1 Subject to the terms and provisions of this Agreement,
Customer agrees to deliver or cause to be delivered to Texas Gas,
at the Point(s) of Receipt in Exhibit "A" hereunder, Gas for
Transportation, and Texas Gas agrees to receive, transport, and
redeliver, at the Point(s) of Delivery in Exhibit "B" hereunder,
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Equivalent Quantities of Gas to Customer or for the account of
Customer, in accordance with Section 3 of Texas Gas's effective
FT Rate Schedule and the terms and conditions contained herein,
up to 3,000 MMBtu per day during the winter season, and up to
3,000 MMBtu per day during the summer season, which shall be
Customer's Firm Transportation Contract Demand, and up to 453,000
MMBtu during the winter season, and up to 642,000 MMBtu during
the summer season, which shall be Customer's Seasonal Quantity
Levels.
2.2 Customer shall reimburse Texas Gas for the Quantity of Gas
required for fuel, company use, and unaccounted for associated
with the transportation service hereunder in accordance with
Section 16 of the General Terms and Conditions of Texas Gas's
FERC Gas Tariff. The applicable fuel retention percentage(s) is
shown on Exhibit "A". Texas Gas may adjust the fuel retention
percentage as operating circumstances warrant; however, such
change shall not be retroactive. Texas Gas agrees to give
Customer thirty (30) days written notice before changing such
percentage.
2.3 Texas Gas, at its sole option, may, if tendered by Customer,
transport daily quantities in excess of the Transportation
Contract Demand.
2.4 In order to protect its system, the delivery of gas to its
customers and/or the safety of its operations, Texas Gas shall
have the right to vent excess natural gas delivered to Texas Gas
by Customer or Customer's supplier(s) in that part of its system
utilized to transport gas received hereunder. Prior to venting
excess gas, Texas Gas will use its best efforts to contact
Customer or Customer's supplier in an attempt to correct such
excess deliveries to Texas Gas. Texas Gas may vent such excess
gas solely within its reasonable judgment and discretion without
liability to Customer, and a pro rata share of any gas so vented
shall be allocated to Customer. Customer's pro rata share shall
be determined by a fraction, the numerator of which shall be the
quantity of gas delivered to Texas Gas at the Point of Receipt by
Customer or Customer's suppliers in excess of Customer's
confirmed nomination and the denominator of which shall be the
total quantity of gas in excess of total confirmed nominations
flowing in that part of the Texas Gas's system utilized to
transport gas, multiplied by the total quantity of gas vented or
lost hereunder.
2.5 Any gas imbalance between receipts and deliveries of gas,
less fuel and PVR adjustments, if applicable, shall be cleared
each month in accordance with Section 17 of the General Terms and
Conditions in Texas Gas's FERC Gas Tariff. Any imbalance
remaining at the termination of this Agreement shall also be
cashed-out as provided herein.
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ARTICLE III
Scheduling
3.1 Customer shall be obligated five (5) working days prior to
the end of each month to furnish Texas Gas with a schedule of the
estimated daily quantity(ies) of gas it desires to be received,
transported, and redelivered for the following month. Such
schedules will show the quantity(ies) of gas Texas Gas will
receive from Customer at the Point(s) of Receipt, along with the
identity of the supplier(s) that is delivering or causing to be
delivered to Texas Gas quantities for Customer's account at each
Point of Receipt for which a nomination has been made.
3.2 Customer shall give Texas Gas, after the first of the
month, at least twenty-four (24) hours notice prior to the
commencement of any day in which Customer desires to change the
quantity(ies) of gas it has scheduled to be delivered to Texas
Gas at the Point(s) of Receipt. If Customer's nomination change
does not require Texas Gas to interrupt service to another
Customer, Texas Gas will agree to waive this 24-hour prior notice
and implement nomination changes requested by Customer to
commence in such lesser time frame subject to Texas Gas's being
able to confirm and verify such nomination change at both Receipt
and Delivery Points, and receive PDAs reflecting this nomination
change at both Receipt and Delivery Points. Texas Gas will use
its best efforts to make the nomination change effective at the
time requested by Customer; however, if Texas Gas is unable to do
so, the nomination change will be implemented as soon as
confirmation is received.
ARTICLE IV
Points of Receipt, Delivery, and Supply Lateral Allocation
4.1 Customer shall deliver or cause to be delivered natural gas
to Texas Gas at the Point(s) of Receipt specified in Exhibit "A"
attached hereto and Texas Gas shall redeliver gas to Customer or
for the account of Customer at the Point(s) of Delivery specified
in Exhibit "B" attached hereto in accordance with Sections 7 and
15 of the General Terms and Conditions of Texas Gas's FERC Gas
Tariff.
4.2 Customer's preferential capacity rights on each of Texas
Gas's supply laterals shall be as set forth in Exhibit "C"
attached hereto, in accordance with Section 34 of the General
Terms and Conditions of Texas Gas's FERC Gas Tariff.
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ARTICLE V
Term of Agreement
5.1 This Agreement shall become effective November 1, 1993, and
shall remain in full force and effect for a primary term of three
(3) years ending October 31, 1996, and shall continue year to
year thereafter unless terminated by either party upon 365 days
prior written notice to the other party.
ARTICLE VI
Point(s) of Measurement
6.1 The gas shall be delivered by Customer to Texas Gas and
redelivered by Texas Gas to Customer at the Point(s) of Receipt
and Delivery hereunder.
6.2 The gas shall be measured or caused to be measured by
Customer and/or Texas Gas at the Point(s) of Measurement which
shall be as specified in Exhibits A, A-I, and B herein. In the
event of a line loss or leak between the Point of Measurement and
the Point of Receipt, the loss shall be determined in accordance
with the methods described contained in Section 3, "Measuring and
Measuring Equipment," contained in the General Terms and
Conditions of First Revised Volume No. 1 of Texas Gas's FERC Gas
Tariff.
ARTICLE VII
Facilities
7.1 Texas Gas and Customer agree that any facilities required at
the Point(s) of Receipt, Point(s) of Delivery, and Point(s) of
Measurement, shall be installed, owned, and operated as specified
in Exhibits A, A-I, and B herein. Customer may be required to
pay or cause Texas Gas to be paid for the installed cost of any
new facilities required as contained in Sections 1.3, 1.4, and
1.5 of Texas Gas's FT Rate Schedule. Customer shall only be
responsible for the installed cost of any new facilities
described in this Section if agreed to in writing between Texas
Gas and Customer.
ARTICLE VIII
Rates and Charges
8.1 Each month, Customer shall pay Texas Gas for the service
hereunder, an amount determined in accordance with Section 5 of
Texas Gas's FT Rate Schedule contained in Texas Gas's FERC Gas
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Tariff and as indicated on Exhibit "A" herein, which Rate
Schedule is by reference made a part of this Agreement. The
maximum rates for such service consist of a monthly reservation
charge multiplied by Customer's firm transportation demand as
specified in Section 2.1 herein. The reservation charge shall be
billed as of the effective date of this Agreement. In addition
to the monthly reservation charge, Customer agrees to pay Texas
Gas each month the maximum commodity charge up to Customer's
Transportation Contract Demand. For any quantities delivered by
Texas Gas in excess of Customer's Transportation Contract Demand,
Customer agrees to pay the maximum FT overrun commodity charge.
In addition, Customer agrees to pay:
(a) Texas Gas's Fuel Retention percentage(s).
(b) The currently effective GRI funding unit, if applica-
ble, the currently effective FERC Annual Charge
Adjustment unit charge (ACA), the currently effective
Take-or-Pay surcharge, or any other then currently
effective surcharges, including but not limited to
Order 636 Transition Costs.
If Texas Gas declares force majeure which renders it unable to
perform service herein, then Customer shall be relieved of its
obligation to pay demand charges for that part of its FT Contract
Demand affected by such force majeure event until the force
majeure event is remedied.
Unless otherwise agreed to in writing by Texas Gas and Customer,
Texas Gas may, from time to time, and at any time selectively
after negotiation, adjust the rate(s) applicable to any individ-
ual Customer; provided, however, that such adjusted rate(s) shall
not exceed the applicable Maximum Rate(s) nor shall they be less
than the Minimum Rate(s) set forth in the currently effective
Sheet No. 10 of this Tariff. If Texas Gas so adjusts any rates
to any Customer, Texas Gas shall file with the Commission any and
all required reports respecting such adjusted rate.
8.2 In the event Customer utilizes a Secondary Point(s) of
Receipt or Delivery for transportation service herein, Customer
will continue to pay the monthly reservation charges as described
in Section 8.1 above. In addition, Customer will pay the maximum
commodity charge applicable to the zone in which gas is received
and redelivered up to Customer's Transportation Contract Demand
and the maximum overrun commodity charge for any quantities
delivered by Texas Gas in excess of Customer's winter season or
summer season Transportation Contract Demand. Customer also
agrees to pay the ACA, Take-or-Pay Surcharge, GRI charges, fuel
retention charge, and any other effective surcharges, if
applicable, as described in Section 8.1 above.
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8.3 It is further agreed that Texas Gas may seek authorization
from the Commission and/or other appropriate body for such
changes to any rate(s) and terms set forth herein or in Rate
Schedule FT, as may be found necessary to assure Texas Gas just
and reasonable rates. Nothing herein contained shall be
construed to deny Customer any rights it may have under the
Natural Gas Act, as amended, including the right to participate
fully in rate proceedings by intervention or otherwise to contest
increased rates in whole or in part.
8.4 Customer agrees to fully reimburse Texas Gas for all filing
fees, if any, associated with the service contemplated herein
which Texas Gas is required to pay to the Commission or any
agency having or assuming jurisdiction of the transactions
contemplated herein.
8.5 If applicable, Customer agrees to cooperate in executing or
requesting its supplier or processor execute a separate agreement
with Texas Gas providing for the transportation of any liquids
and/or liquefiables, and agrees to cooperate with Texas Gas in
Texas Gas's efforts to be paid or reimbursed, for any applicable
rates or charges associated with the transportation of such
liquids and/or liquefiables, as specified in Section 24 of the
General Terms and Conditions of Texas Gas's FERC Gas Tariff.
ARTICLE IX
Miscellaneous
9.1 Texas Gas's Transportation Service hereunder shall be
subject to receipt of all requisite regulatory authorizations
from the Commission, or any successor regulatory authority, and
any other necessary governmental authorizations, in a manner and
form acceptable to Texas Gas. The parties agree to furnish each
other with any and all information necessary to comply with any
laws, orders, rules, or regulations.
9.2 Except as may be otherwise provided, any notice, request,
demand, statement, or bill provided for in this Agreement or any
notice which a party may desire to give the other shall be in
writing and mailed by regular mail, or by postpaid registered
mail, effective as of the postmark date, to the post office
address of the party intended to receive the same, as the case
may be, or by facsimile transmission, as follows:
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Texas Gas
Texas Gas Transmission Corporation
3800 Frederica Street
Post Office Box 1160
Owensboro, Kentucky 42302
Attention: Gas Revenue Accounting (Billings and Statements)
Transportation & Exchange (Other Matters)
Nomination & Allocation (Nominations)
Fax (502) 926-8686
Customer
Western Kentucky Gas Company,
a Division of Atmos Energy Corporation
Post Office Box 650205
5430 LBJ Freeway
1800-3 Lincoln Centre
Dallas, Texas 75265-0205
Attention: Mr. John Hack
The address of either party may, from time to time, be changed by
a party mailing, by certified or registered mail, appropriate
notice thereof to the other party. Furthermore, if applicable,
certain notices shall be considered duly delivered when posted to
Texas Gas's Electronic Bulletin Board, as specified in Texas
Gas's tariff.
9.3 This Agreement shall be governed by the laws of the State of
Kentucky.
9.4 Each party agrees to file timely all statements, notices,
and petitions required under the Commission's Regulations or any
other applicable rules or regulations of any governmental
authority having jurisdiction hereunder and to exercise due
diligence to obtain all necessary governmental approvals required
for the implementation of this Transportation Agreement.
9.5 All terms and conditions of Rate Schedule FT and the
attached Exhibits A, A-I, B, and C are hereby incorporated to and
made a part of this Agreement.
9.6 This contract shall be binding upon and inure to the benefit
of the successors, assigns, and legal representatives of the
parties hereto.
9.7 Neither party hereto shall assign this Agreement or any of
its rights or obligations hereunder without the consent in
writing of the other party. Notwithstanding the foregoing,
either party may assign its right, title and interest in, to and
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by virtue of this Agreement including any and all extensions,
renewals, amendments, and supplements thereto, to a trustee or
trustees, individual or corporate, as security for bonds or other
obligations or securities, without such trustee or trustees
assuming or becoming in any respect obligated to perform any of
the obligations of the assignor and, if any such trustee be a
corporation, without its being required by the parties hereto to
qualify to do business in the state in which the performance of
this Agreement may occur, nothing contained herein shall require
consent to transfer this Agreement by virtue of merger or
consolidation of a party hereto or a sale of all or substantially
all of the assets of a party hereto, or any other corporate
reorganization of a party hereto.
9.8 This Agreement insofar as it is affected thereby, is subject
to all valid rules, regulations, and orders of all governmental
authorities having jurisdiction.
9.9 No waiver by either party of any one or more defaults by the
other in the performance of any provisions hereunder shall
operate or be construed as a waiver of any future default or
defaults whether of a like or a different character.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective representatives
thereunto duly authorized, on the day and year first above
written.
ATTEST: TEXAS GAS TRANSMISSION CORPORATION
/s/ Beverly H. Griffith By /s/ Kathy Kirk
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Asst. Secretary Vice President
WITNESSES: WESTERN KENTUCKY GAS COMPANY,
A DIVISION OF ATMOS CORPORATION
/s/ Marie Waltz By /s/ Toby A. Priolo
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Vice President
/s/ Vicki Krambeck Attest: /s/ Jeanette Jarman
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Asst. Secretary
Date of Execution by Customer:
11/1/93
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