Exhibit 10.46
Contract #: 800442
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
This Service Agreement, made and entered into this 26th day
of September, 1994, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and YANKEE GAS SERVICES COMPANY (herein called "Customer",
whether one or more),
W I T N E S S E T H:
WHEREAS, Customer is a customer of Algonquin Gas
Transmission Company ("Algonquin"); and
WHEREAS, Algonquin is a customer of Pipeline under certain
of Pipeline's rate schedules and related service agreements; and
WHEREAS, pursuant to the Federal Energy Regulatory
Commission's ("Commission") order issued on July 8, 1994, in
Docket Nos. RP93-14-000, et al., and 18 C.F.R. Section 284.242,
Algonquin is assigning on a permanent basis certain of its firm
service entitlements on Pipeline to certain of Algonquin's direct
customers; and
WHEREAS, Customer's capacity entilements on Pipeline
pursuant to this Service Agreement are a result of Algonquin's
permanent assignment to Customer as described above; and
WHEREAS, Customer and Pipeline desire to enter into this
Service Agreement to reflect such permanent assignment from
Algonquin to Customer;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of
Pipeline's Rate Schedule CDS, and of the General Terms and
Conditions, transportation service hereunder will be firm.
Subject to the terms, conditions and limitations hereof and of
Sections 2.3 and 2.4 of Pipeline's Rate Schedule CDS, Pipeline
shall deliver to those points on Pipeline's system as specified
in Article IV herein or available to Customer pursuant to Section
14 of the General Terms and Conditions (hereinafter referred to
as Point(s) of Delivery), for Customer's account, as requested
for any day, natural gas quantities up to Customer's MDQ.
Customer's MDQ is as follows:
Maximum Daily Quantity (MDQ) 1,064 dth
Subject to variances as may be permitted by Sections 2.4 of
Rate Schedule CDS or the General Terms and Conditions, Customer
shall deliver to Pipeline and Pipeline shall receive, for
Customer's account, at those points on Pipeline's system as
specified in Article IV herein or available to Customer pursuant
to Section 14 of the General Terms and Conditions (hereinafter
referred to as Point(s) of Receipt) daily quantities of gas equal
to the daily quantities delivered to Customer pursuant to this
Service Agreement up to Customer's MDQ, plus Applicable Shrinkage
as specified in the General Terms and Conditions.
Pipeline shall not be obligated to, but may at its
discretion, receive at any Point of Receipt on any day a quantity
of gas in excess of the applicable Maximum Daily Receipt
Obligation (MDRO), plus Applicable Shrinkage, but shall not
receive in the aggregate at all Points of Receipt on any day a
quantity of gas in excess of the applicable MDQ, plus Applicable
Shrinkage. Pipeline shall not be obligated to, but may at its
discretion, deliver at any Point of Delivery on any day a
quantity of gas in excess of the applicable Maximum Daily
Delivery Obligation (MDDO), but shall not deliver in the
aggregate at all Points of Delivery on any day a quantity of gas
in excess of the MDQ.
In addition to the MDQ and subject to the terms, conditions
and limitations hereof, Rate Schedule CDS and the General Terms
and Conditions, Pipeline shall deliver within the Access Area
under this and all other service agreements under Rate Schedules
CDS, FT-1, and/or SCT, quantities up to Customer's Operational
Segment Capacity Entitlements, excluding those Operational
Segment Capacity Entitlements scheduled to meet Customer's MDQ,
for Customer's account, as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on
September 1, 1994 and shall continue in force and effect until
10/31/2012 and year to year thereafter unless this Service
Agreement is terminated as hereinafter provided. This Service
Agreement may be terminated by either Pipeline or Customer upon
five (5) years prior written notice to the other specifying a
termination date of any year occurring on or after the expiration
of the primary term. In addition to Pipeline rights under
Section 22 of Pipeline's General Terms and Conditions and without
prejudice to such rights, this Service Agreement may be
terminated at any time by Pipeline in the event Customer fails to
pay part or all of the amount of any bill for service hereunder
and such failure continues for thirty (30) days after payment is
due; provided, Pipeline gives thirty (30) days prior written
notice to Customer of such termination and provided further such
termination shall not be effective if, prior to the date of
termination, Customer either pays such outstanding bill or
furnishes a good and sufficient surety bond guaranteeing payment
to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED
CONTRACT TERM OR THE PROVISION OF A TERMINATION NOTICE BY
CUSTOMER TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE
NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION.
PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE
GENERAL TERMS AND CONDITIONS ON THE EFFECTIVE DATE OF THE
TERMINATION.
Any portions of this Service Agreement necessary to correct
or cash-out imbalances under this Service Agreement as required
by the General Terms and Conditions of Pipeline's FERC Gas
Tariff, Volume No. 1, shall survive the other parts of this
Service Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule CDS and of
the General Terms and Conditions of Pipeline's FERC Gas Tariff on
file with the Federal Energy Regulatory Commission, all of which
are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered
hereunder and for the availability of such service in the period
stated, the applicable prices established under Pipeline's Rate
Schedule CDS as filed with the Federal Energy Regulatory
Commission, and as same may hereafter be legally amended or
superseded.
Customer agrees that Pipeline shall have the unilateral
right to file with the appropriate regulatory authority and make
changes effective in (a) the rates and charges applicable to
service pursuant to Pipeline's Rate Schedule CDS, (b) Pipeline's
Rate Schedule CDS pursuant to which service hereunder is rendered
or (c) any provision of the General Terms and Conditions
applicable to Rate Schedule CDS. Notwithstanding the foregoing,
Customer does not agree that Pipeline shall have the unilateral
right without the consent of Customer subsequent to the execution
of this Service Agreement and Pipeline shall not have the right
during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change
the MDQ specified in Article I, to change the term of the
agreement as specified in Article II, to change Point(s) of
Receipt specified in Article IV, to change the Point(s) of
Delivery specified in Article IV, or to change the firm character
of the service hereunder. Pipeline agrees that Customer may
protest or contest the aforementioned filings, and Customer does
not waive any rights it may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which
Pipeline shall receive and deliver gas, respectively, shall be
specified in Exhibit(s) A and B of the executed service
agreement. Customer's Zone Boundary Entry Quantity and Zone
Boundary Exit Quantity for each of Pipeline's zones shall be
specified in Exhibit C of the executed service agreement.
Exhibit(s) A and B are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied
and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform to the quality specifications set forth in Section
5 of Pipeline's General Terms and Conditions. Customer agrees
that in the event Customer tenders for service hereunder and
Pipeline agrees to accept natural gas which does not comply with
Pipeline's quality specifications, as expressly provided for in
Section 5 of Pipeline's General Terms and Conditions, Customer
shall pay all costs associated with processing of such gas as
necessary to comply with such quality specifications. Customer
shall execute or cause its supplier to execute, if such supplier
has retained processing rights to the gas delivered to Customer,
the appropriate agreements prior to the commencement of service
for the transportation and processing of any liquefiable
hydrocarbons and any PVR quantities associated with the
processing of gas received by Pipeline at the Point(s) of Receipt
under such Customer's service agreement. In addition, subject to
the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered
for transportation hereunder.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be
considered as duly delivered when mailed by registered, certi-
fied, or regular mail to the post office address of the parties
hereto, as the case may be, as follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: YANKEE GAS SERVICES COMPANY
P.O. Box 1030
599 Research Parkway
Meriden, CT 06450
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms
and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms
and Conditions, Customer may require privity between Customer and
the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties
are subject to all present and future valid laws with respect to
the subject matter, State and Federal, and to all valid present
and future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below:
None
IN WITNESS WHEREOF, the parties hereto have caused this
Service Agreement to be signed by their respective Presidents,
Vice Presidents or other duly authorized agents and their respec-
tive corporate seals to be hereto affixed and attested by their
respective Secretaries or Assistant Secretaries, the day and year
first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By: /s/ Robert B. Evans
--------------------------------
Vice President
ATTEST:
/s/ Robert W. Reed
- -------------------
Corporate Secretary
YANKEE GAS SERVICES COMPANY
By: /s/ Thomas J. Houde
--------------------------------
Vice President - Rates and
Resource Planning
ATTEST:
/s/ David C. Egelson
- --------------------
Manager - Supply
Planning & Acquisitions
Contract #: 800442
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED September 26, 1994,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
YANKEE GAS SERVICES COMPANY ("Customer"),
DATED September 26, 1994:
(1) Customer's firm Point(s) of Receipt:
Maximum Daily
Receipt Obligation
Point of (plus Applicable
Receipt Description Shrinkage)
---------- ----------- --------------------
(dth)
None
Measurement
Responsi-
bilities Owner Operator
------------ ------- ----------
(2) Customer shall have Pipeline's Master Receipt Point List
("MRPL"). Customer hereby agrees that Pipeline's MRPL as revised
and published by Pipeline from time to time is incorporated
herein by reference.
Customer hereby agrees to comply with the Receipt Pressure
Obligation as set forth in Section 6 of Pipeline's General Terms
and Conditions at such Point(s) of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
-------------------- ---------------------
M3 to M3 1,064
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Robert B.Evans
---------------------
CUSTOMER: /s/ Thomas J.Houde
---------------------
SUPERSEDES EXHIBIT A DATED:
Contract #:800442
EXHIBIT B, POINT(S) OF DELIVERY, DATED September 26, 1994,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
YANKEE GAS SERVICES COMPANY ("Customer"),
DATED September 26, 1994:
Maximum
Daily
Point of Delivery
Delivery Description Obligation(dth)
--------- ----------- ----------------
1. 70087 ALGONQUIN - LAMBERTVILLE,
NJ HUNTERDON CO. CO., NJ 457
2. 71078 ALGONQUIN - HANOVER, NJ
MORRIS CO. CO., NJ 607
3. 79834 AGT-YANKEE FOR NOMINATION
PURPOSES 0
Delivery Measurement
Pressure Responsi-
Obligation bilities Owner Operator
---------- ------------ ------------ ---------
1. AS REQUESTED TX EAST TRAN TX EAST TRAN ALGONQUIN
BY CUSTOMER,
NOT TO
EXCEED 750
POUNDS PER
SQUARE GAUGE
2. AS REQUESTED TX EAST TRAN TX EAST TRAN ALGONQUIN
BY CUSTOMER,
NOT TO
EXCEED 750
POUNDS PER
SQUARE GAUGE
3. N/A N/A N/A N/A
provided, however, that until changed by a subsequent Agreement
between Pipeline and Customer, Pipeline's aggregate maximum daily
delivery obligations under this and all other firm Service
Agreements existing between Pipeline and Customer, shall in no
event exceed the following:
Aggregate Maximum Daily
Point of Delivery Delivery Obligation (dth)
- ----------------- -------------------------
No. 1 63,279
No. 2 30,966
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Robert B. Evans
----------------------
CUSTOMER: /s/ David C. Egelson
----------------------
SUPERSEDES EXHIBIT B DATED