SEVENTH AMENDMENT
TO TRANSPORTATION AGREEMENT
DATED DECEMBER 15, 1989 (#1005)
THIS AMENDMENT ("Amendment"), made and entered into this 1st day of September,
1992 between Kern River Gas Transmission Company ("Transporter") and Union
Pacific Fuels, Inc. ("Shipper");
WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 the (the "Agreement"); and
WHEREAS, Transporter and Shipper desire to temporarily amend Exhibit "A" and "B"
of the Agreement to reallocate the maximum volumes for the month of September
1992 at the Receipt Points and Delivery Points set forth in the currently
effective Exhibits "A" and "B";
NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, Transporter and Shipper hereto agree as follows:
1.1 Exhibit "A" and "B" to the Transportation Agreement is temporarily
replaced with the attached Third Amended Exhibit "A" and "B".
1.2 This Amendment is effective September 1 through September 30, 1992.
1.3 Except as amended herein, all terms and conditions of the Agreement
shall remain in full force and effect as written.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of the date first written above.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
/s/ Robert E. Lindsey III /s/ E.J. Holm
- ------------------------- ----------------------
By: Robert E. Lindsey III E.J. Holm, President
Attorney-in-Fact Kern River Corporation
/s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Vice President & General Manager
Williams Western Pipeline Company
NINTH AMENDMENT
TO TRANSPORTATION AGREEMENT
DATED DECEMBER 15, 1989
(Contract 1005, Request #193A and #196)
THIS AMENDMENT ("Amendment"), made and entered into this 30th day of October,
1992 between Kern River Gas Transmission Company ("Transporter") and Union
Pacific Fuels, Inc. ("Shipper");
WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and
WHEREAS, Transporter and Shipper desire to amend Exhibit "A" and "B" of the
Agreement to reallocate the maximum volumes at the Receipt Points and Delivery
Points set forth in the currently effective Exhibits "A" and "B";
NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, Transporter and Shipper hereto agree as follows:
1.1 Exhibit "A" and "B" to the Transportation Agreement is hereby
deleted in its entirety and replaced with the attached Fifth
Amended Exhibit "A" and "B".
1.2 This amendment is effective November 1 through November 30, 1992.
1.2 (a) Effective December 1, 1992 the February 15, 1992 Exhibit "A" and
"B" to the Transportation Agreement will be reinstated.
1.3 Except as amended herein, all terms and conditions of the
Agreement shall remain in full force and effect as written.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of the date first written above.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
/s/ Robert E. Lindsay III /s/ E.J. Holm
- ------------------------- ---------------------------------
By: ATTORNEY-IN-FACT E. J. Holm, President
Kern River Corporation
/s/ Cuba Wadlington, Jr.
---------------------------------
Cuba Wadlington, Jr.
Vice President & General Manager
Williams Western Pipeline Company
TENTH AMENDMENT
TO TRANSPORTATION AGREEMENT
DATED DECEMBER 15, 1989
(Contract 1005, Request #201)
THIS AMENDMENT ("Amendment"), made and entered into this 29th day of November,
1992 between Kern River Gas Transmission Company ("Transporter") and Union
Pacific Fuels, Inc. ("Shipper");
WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and
WHEREAS, Transporter and Shipper desire to amend Exhibit "A" and "B" of the
Agreement to reallocate the maximum volumes at the Receipt Points and Delivery
Points set forth in the currently effective Exhibits "A" and "B";
NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, Transporter and Shipper hereby agree as follows:
1.1 Exhibits "A" and "B" to the Agreement is hereby deleted in its
entirety and replaced with the attached Sixth Amended Exhibits "A"
and "B".
1.2 This amendment is effective December 1 through December 31, 1992.
1.2(a) Effective January 1, 1993 the existing Exhibit "A" and "B" to the
Transportation Agreement will be reinstated.
1.3 Except as amended herein, all terms and conditions of the Agreement
shall remain in full force and effect as written.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of me date first written above.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
/s/ Robert E. Lindsey /s/ E.J. Holm
- --------------------- ---------------------
By: ROBERT E. LINDSEY E. J. Holm, President
ATTORNEY-IN-FACT Kern River Corporation
/s/ Cuba Wadlington, Jr.
--------------------------------
Cuba Wadlington, Jr.
Vice President & General Manager
Williams Western Pipeline Company
EIGHTH AMENDMENT
TO TRANSPORTATION AGREEMENT
DATED DECEMBER 15, 1989
(Contract 1005, Request #185 and #186)
THIS AMENDMENT ("Amendment"), made and entered into this 28th day of September,
1992 between Kern River Gas Transmission Company ("Transporter") and Union
Pacific Fuels, Inc. ("Shipper");
WHEREAS, Transporter a Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and
WHEREAS, Transporter and Shipper desire to amend Exhibit "A" and "B" of the
Agreement to reallocate the maximum volumes at the Receipt Points and Delivery
Points set forth in the currently effective Exhibits "A" and "B";
NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, Transporter and Shipper hereto agree as follows:
1.1 Exhibit "A" and "B" to the Transportation Agreement is hereby deleted
in its entirety and replaced with the attached Fourth Amended Exhibit
"A" and "B".
1.2 This amendment is effective October 1 through October 31, 1992.
1.2(a) Effective November 1, 1992 the existing Exhibit "A" and "B" in
effect on February 15, 1992 to the Transportation Agreement will be
reinstated.
1.3 Except as amended herein, all terms and conditions of the Agreement
shall remain in full force and effect as written.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of the date first written above.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
/s/ Robert E. Lindsey III /s/ E.J. Holm
- ------------------------- ---------------------------------
By: ATTORNEY-IN-FACT E.J. Holm, President
Kern River Corporation
/s/ Cuba Wadlington, Jr.
---------------------------------
Cuba Wadlington, Jr.
Vice President & General Manager
Williams Western Pipeline Company
ELEVENTH AMENDMENT
TO TRANSPORTATION AGREEMENT
DATED DECEMBER 15, 1989
(Contract 1005, Requests 209 & 212)
THIS AMENDMENT ("Amendment"), made and entered into this 31st day of
December, 1992 between Kern River Gas Transmission Company ("Transporter") and
Union Pacific Fuels, Inc. ("Shipper");
WITNESSETH:
WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and
WHEREAS, the Sixth Amended Exhibits "A" and "B" to the Agreement sets forth
Shipper's current Receipt and Delivery Point entitlements pursuant to the
Agreement;
WHEREAS, Shipper has submitted two requests to Transporter (Nos. 209 & 212)
to change its current Receipt and Delivery Point entitlements; and
WHEREAS, Transporter and Shipper desire to amend the Sixth Amended Exhibits
"A" and "B" of the Agreement to reflect new Receipt and Delivery Point
entitlements for Shipper pursuant to the Agreement and in accordance with
Shipper's requests (Nos. 209 & 212);
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper hereto agree as follows:
1.1 The Sixth Amended Exhibits "A" and "B" to the Agreement are hereby
amended by deleting the Sixth Amended Exhibits "A" and "B" in their
entirety and by substituting in lieu thereof the attached Seventh
Amended Exhibits "A" and "B".
1.2 This Amendment shall be effective as of January 1 through January 31,
1993.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of the date first written above.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
/s/ Robert E. Lindsey /s/ E.J. Holm
- ---------------------- ----------------------
By: Robert E. Lindsey E.J. Holm, President
Attorney-in-Fact Kern River Corporation
/s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Vice President & General Manager
Williams Western Pipeline Company
TWELFTH AMENDMENT
TO TRANSPORTATION AGREEMENT
DATED DECEMBER 15, 1989
(Contract 1005, Requests 229)
THIS AMENDMENT ("Amendment"), made and entered into this 29th day of
January, 1993 between Kern River Gas Transmission Company ("Transporter") and
Union Pacific Fuels, Inc. ("Shipper");
WITNESSETH:
WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989, as amended (the "Agreement"); and
WHEREAS, Seventh Amended Exhibits "A" and "B" to the Agreement respectively
set forth Shipper's current Receipt and Delivery Point entitlements pursuant to
the Agreement;
WHEREAS, Shipper has submitted a request to Transporter (No. 229) to change
its current Receipt and Delivery Point entitlements for the month of February
1993; and
WHEREAS, Transporter and Shipper desire to amend the Seventh Amended
Exhibits "A" and "B" to the Agreement to reflect new Receipt and Delivery Point
entitlements for Shipper for the month of February 1993, pursuant to the
Agreement and in accordance with Shipper's requests (No. 229);
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper hereby agree as follows:
1.1 Seventh Amended Exhibits "A" and "B" to the Agreement are hereby
amended by deleting Seventh Amended Exhibits "A" and "B" in their
entirety and by substituting in lieu thereof the attached Eighth
Amended Exhibits "A" and "B", which shall be effective solely for
the period from February 1, 1993 to February 28, 1993. Shipper shall
submit a separate request or requests to Transporter with respect to
Receipt and Delivery Point entitlements to be effective on March 1,
1993.
1.2 This amendment shall be effective as of February 1, 1993.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of the date first written above.
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
(Shipper) (Transporter), by its partners:
KERN RIVER CORPORATION
/s/ Robert E. Lindsey III /s/ E.J. Holm
- ------------------------- ----------------------
By: Attorney-in-Fact E.J. Holm, President
WILLIAMS WESTERN PIPELINE COMPANY
/s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Williams Western Pipeline Company
THIRTEENTH AMENDMENT
TO TRANSPORTATION AGREEMENT
DATED DECEMBER 15, 1989
(Contract 1005, Request 232)
THIS AMENDMENT ("Amendment"), made and entered into this 25th day of
February, 1993 between Kern River Gas Transmission Company ("Transporter") and
Union Pacific Fuels, Inc. ("Shipper");
WITNESSETH:
WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989, as amended (the "Agreement"); and
WHEREAS, Eighth Amended Exhibits "A" and "B" to the Agreement respectively
set forth Shipper's current Receipt and Delivery Point entitlements pursuant to
the Agreement;
WHEREAS, Shipper has submitted a request to Transporter (No. 232) to change
its current Receipt and Delivery Point entitlements to be effective on March 1,
1993; and
WHEREAS, Transporter and Shipper desire to amend the Eighth Amended
Exhibits "A" and "B" to the Agreement to reflect new Receipt and Delivery Point
entitlements for Shipper to be effective on March 1, 1993, pursuant to the
Agreement and in accordance with Shipper's requests (No. 232);
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper hereby agree as follows:
1.1 Eighth Amended Exhibits "A" and "B" to the Agreement are hereby
amended by deleting Eighth Amended Exhibits "A" and "B" in their
entirety and by substituting in lieu thereof the attached Ninth
Amended Exhibits "A" and "B".
1.2 This amendment shall be effective as of March 1, 1993.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of the date first written above.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
(Shipper) (Transporter), by its partners:
KERN RIVER CORPORATION
/s/ Robert E. Lindsey III /s/ E.J. Holm
- ------------------------- ----------------------
By: Attorney-in-Fact E.J. Holm, President
WILLIAMS WESTERN PIPELINE COMPANY
/s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Williams Western Pipeline Company
FOURTEENTH AMENDMENT TO
TRANSPORTATION AGREEMENT
CONTRACT 1005, REQUEST 251
THIS AMENDMENT to Transportation Agreement ("Agreement"), made and entered
into this 23rd day of March, 1993 by and between KERN RIVER GAS TRANSMISSION
COMPANY ("Transporter") and Union Pacific Fuels, Inc. ("Shipper"),
WITNESSETH:
WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989, (the "Agreement"); and
WHEREAS, Ninth Amended Exhibit "B" to the Agreement sets forth Shipper's
current Delivery Point entitlements pursuant to the Agreement; and
WHEREAS, Shipper has requested a modification of its Delivery Point
entitlements, and Transporter is able to so modify such entitlements; and
WHEREAS, Transporter and Shipper desire to amend Ninth Amended Exhibit "B"
to the Agreement to reflect Shipper's modified Delivery Point entitlements;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper do hereby agree as follows:
I.
1.1 Ninth Amended Exhibit "B" to the Agreement as hereby amended by deleting
Ninth Amended Exhibit "B" in its entirety, and by substituting in lieu thereof
the attached Tenth Amended Exhibit "B".
1.2 This Amendment shall be effective as of April 1, 1993.
IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
executed as of the date first written above.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
(Shipper) (Transporter), by its partners:
KERN RIVER CORPORATION
By: /s/ Robert E. Lindsey III By: /s/ E.J. Holm
------------------------- ----------------------
Title: Attorney-in-Fact E.J. Holm, President
WILLIAMS WESTERN PIPELINE COMPANY
By: /s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Williams Western Pipeline Company
FIFTEENTH AMENDMENT
TO TRANSPORTATION AGREEMENT
DATED DECEMBER 15, 1989
(Contract 1005, Request 259)
THIS AMENDMENT to Transportation Agreement ("Amendment") made and entered
into this 29th day of April, 1993 by and between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper");
WITNESSETH:
WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and
WHEREAS, Ninth Amended Exhibit "A" to the Agreement sets forth Shipper's
current Receipt Point entitlements pursuant to the Agreement; and
WHEREAS, Shipper has requested a modification of its Receipt Point
entitlements, and Transporter is able to so modify such entitlements; and
WHEREAS, Transporter and Shipper deisre to amend Ninth Amended Exhibit "A"
to the Agreement to reflect Shipper's modified Receipt Point entitlements;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper do hereby agree as follows:
1.1 Ninth Amended Exhibit "A" to the Agreement is hereby amended by
deleting Ninth Amended Exhibit "A" in its entirety and by
substituting in lieu thereof the attached Tenth Amended
Exhibit "A".
1.2 This amendment shall be effective as of May 1, 1993.
IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
duly executed as of the date first written above.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
(Shipper) (Transporter), by its partners:
KERN RIVER CORPORATION
By: /s/ Robert E. Lindsey III By: /s/ E.J. Holm
------------------------- ----------------------
Title: Attorney-in-Fact E.J. Holm, President
WILLIAMS WESTERN PIPELINE COMPANY
By: /s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Sr. Vice President & General Manager
SIXTEENTH AMENDMENT
TO TRANSPORTATION AGREEMENT
DATED DECEMBER 15, 1989
(Contract 1005, Request 266)
THIS AMENDMENT to Transportation Agreement ("Amendment") made and entered
into this 18th day of June, 1993 by and between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper");
WITNESSETH:
WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and
WHEREAS, Tenth Amended Exhibit "B" to the Agreement sets forth Shipper's
current Delivery Point entitlements pursuant to the Agreement; and
WHEREAS, Shipper has requested a modification of its Delivery Point
entitlements, and Transporter is able to so modify such entitlements; and
WHEREAS, Transporter and Shipper desire to amend Tenth Amended Exhibit "B"
to the Agreement to reflect Shipper's modified Delivery Point entitlements;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper do hereby agree as follows:
1.1 Tenth Amended Exhibit "B" to the Agreement is hereby amended by
deleting Tenth Amended Exhibit "B" in its entirety and by
substituting in lieu thereof the attached Eleventh Amended
Exhibit "B".
1.2 This amendment shall be effective as of June 21, 1993.
IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
duly executed as of the date first written above.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
(Shipper) (Transporter), by its partners:
KERN RIVER CORPORATION
By: /s/ Robert E. Lindsey III By: /s/ E.J. Holm
------------------------- ----------------------
Title: Attorney-in-Fact E.J. Holm, President
WILLIAMS WESTERN PIPELINE COMPANY
By: /s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Sr. Vice President & General Manager
SEVENTEENTH AMENDMENT
TO TRANSPORTATION AGREEMENT
DATED DECEMBER 15, 1989
(Contract 1005, Requests 267)
THIS AMENDMENT to Transportation Agreement ("Amendment") made and entered
into this 21st day of June, 1993 by and between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper");
WITNESSETH:
WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and
WHEREAS, Eleventh Amended Exhibit "B" to the Agreement sets forth Shipper's
current Delivery Point entitlements pursuant to the Agreement; and
WHEREAS, Shipper has requested a modification of its Delivery Point
entitlements, and Transporter is able to so modify such entitlements; and
WHEREAS, Transporter and Shipper desire to amend Eleventh Amended
Exhibit "B" to the Agreement to reflect Shipper's modified Delivery Point
entitlements;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper do hereby agree as follows:
1.1 Eleventh Amended Exhibit "B" to the Agreement is hereby amended by
deleting Eleventh Amended Exhibit "B" in its entirety and by
substituting in lieu thereof the attached Twelfth Amended Exhibit "B".
1.2 This amendment shall be effective as of July 1, 1993.
IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
duly executed as of the date first written above.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
(Shipper) (Transporter), by its partners:
KERN RIVER CORPORATION
By: /s/ Robert E. Lindsey III By: /s/ E.J. Holm
------------------------- ----------------------
Title: Attorney-in-Fact E.J. Holm, President
WILLIAMS WESTERN PIPELINE COMPANY
By: /s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Sr. Vice President & General Manager
SEVENTEENTH AMENDMENT
TO TRANSPORTATION AGREEMENT
DATED DECEMBER 15, 1989
(Contract 1005, Requests 267)
THIS AMENDMENT to Transportation Agreement ("Amendment") made and entered
into this 21st day of June, 1993 by and between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper");
WITNESSETH:
WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and
WHEREAS, Eleventh Amended Exhibit "B" to the Agreement sets forth Shipper's
current Delivery Point entitlements pursuant to the Agreement; and
WHEREAS, Shipper has requested a modification of its Delivery Point
entitlements, and Transporter is able to so modify such entitlements; and
WHEREAS, Transporter and Shipper desire to amend Eleventh Amended
Exhibit "B" to the Agreement to reflect Shipper's modified Delivery Point
entitlements;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper do hereby agree as follows:
1.1 Eleventh Amended Exhibit "B" to the Agreement is hereby amended by
deleting Eleventh Amended Exhibit "B" in its entirety and by
substituting in lieu thereof the attached Twelfth Amended Exhibit "B".
1.2 This amendment shall be effective as of July 7, 1993.
IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
duly executed as of the date first written above.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
(Shipper) (Transporter), by its partners:
KERN RIVER CORPORATION
By: /s/ Robert E. Lindsey III By: /s/ E.J. Holm
------------------------- ----------------------
Title: Attorney-in-Fact E.J. Holm, President
WILLIAMS WESTERN PIPELINE COMPANY
By: /s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Sr. Vice President & General Manager
EIGHTEENTH AMENDMENT
TO TRANSPORTATION AGREEMENT
DATED DECEMBER 15, 1989
(Contract 1005, Request 273)
THIS AMENDMENT to Transportation Agreement ("Amendment") made and entered
into this 16th day of July, 1993 by and between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper");
WITNESSETH:
WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and
WHEREAS, Tenth Amended Exhibit "A" to the Agreement sets forth Shipper's
current Delivery Point entitlements pursuant to the Agreement; and
WHEREAS, Shipper has requested a modification of its Delivery Point
entitlements, and Transporter is able to so modify such entitlements; and
WHEREAS, Transporter and Shipper desire to amend Tenth Amended Exhibit "A"
to the Agreement to reflect Shipper's modified Delivery Point entitlements;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper do hereby agree as follows:
1.1 Tenth Amended Exhibit "A" to the Agreement is hereby amended by
deleting Tenth Amended Exhibit "A" in its entirety and by
substituting in lieu thereof the attached Eleventh Amended
Exhibit "A".
1.2 This Amendment shall be effective as of July 16, 1993.
IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
duly executed as of the date first written above.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
(Shipper) (Transporter), by its partners:
KERN RIVER CORPORATION
By: /s/ Robert E. Lindsey III By: /s/ E.J. Holm
------------------------- ----------------------
Title: Attorney-in-Fact E.J. Holm, President
WILLIAMS WESTERN PIPELINE COMPANY
By: /s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Sr. Vice President & General Manager
NINETEENTH AMENDMENT
TO TRANSPORTATION AGREEMENT
DATED DECEMBER 15, 1989
(Contract 1005 Request #286)
THIS AMENDMENT to Transportation Agreement ("Amendment") made and entered
into this 23rd day of May, 1994 by and between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper");
WITNESSETH:
WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and
WHEREAS, Shipper by letter dated May 24, 1993 notified Transporter of its
election to reduce its MDQ under the Agreement by 25,000 Mcf per day effective
June 1, 1994; and (the "MDQ Reduction").
WHEREAS, Transporter and Shipper desire to amend the Agreement to reflect
the MDQ Reduction as well as a corresponding reduction in Shipper's Receipt
and Delivery Point entitlements under the Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper do hereby agree as follows:
1.1 Section 2.1.1 of the Agreement is amended effective June 1, 1994,
to state that Shipper's MDQ shall be 75,000 Mcf per day.
1.2 The Agreeement is hereby amended effective May 23, 1994, by deleting
Eleventh Amended Exhibit "A" and Twelfth Amended Exhibit "B" in their
entireties and by substituting in lieu thereof the attached Twelfth
Amended Exhibit "A" and Thirteenth Amended Exhibit "B".
.
IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
duly executed as of the date first written above.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
(Shipper) (Transporter), by its partner:
KERN RIVER CORPORATION
By: /s/ Robert E. Lindsey III By: /s/ E.J. Holm
------------------------- ----------------------
Title: Attorney-in-Fact E.J. Holm, President
WILLIAMS WESTERN PIPELINE COMPANY
By: /s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Sr. Vice President & General Manager
[Letterhead of Kern River Gas Transmission Company] [LOGO]
July 23, 1990
1010 Milam St.
Union Pacific Fuels, Inc. P.O. Box 2511
801 Cherry Street Houston, Texas 77001
Fort Worth, Texas 76101 (713) 757-2131
Attn: Don Niemiec
Re: Amendment to Transportation Agreement
dated December 15, 1989
Gentlemen:
Please refer to that certain Firm Transportation Service Agreement (the
"Agreement") dated December 15, 1989, between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper"). To reflect
Shipper's increase of the maximum daily quantity under the Agreement and to
better enable Transporter to obtain financing for Transporter's proposed natural
gas pipeline system to the mutual benefit of Transporter and Shipper,
Transporter and Shipper hereby agree in consideration of such mutual benefits of
these amendments to amend the Agreement as follows:
1. Pursuant to the option granted to Shipper on December 15, 1989 to
increase its maximum daily quantity and Shippers's exercise of such option on
March 6, 1990, Section 2.1 "MDQ" is amended by deleting the words "50,000 Mcf
per day" and replacing them with "100,000 Mcf per day".
2. Exhibit "A" of the December 15, 1989 agreement is amended by
deleting Exhibit "A" in its entirety and replacing it with the attached new
Exhibit "A".
3. Section 8.2 of the Agreement is amended by adding the following new
sentence at the end thereof:
"Subject to the provisions of Section 9.1.2 and 13.1 hereof, Shipper
shall make payment of that portion of the statement identified as the
Monthly Demand Charge in full, irrespective of any dispute as to the
invoiced amount of said Monthly Demand Charge, and Shipper shall not be
entitled to any abatement or setoff against said amount, including, but
not limited to, those alleged to be due by reason of any past, present or
future claims or other rights of Shipper against Transporter or any other
person or entity whether in connection herewith or any unrelated
transaction. Nothing contained herein shall prejudice or limit Shipper's
ability to withhold amounts disputed in good faith, including any amount
attributable to the Monthly Demand Charge, so long as such amounts are
withheld only from the Monthly Commodity Charge or other charges other
than the Monthly Demand charges invoiced or claimed by Transporter.
Except as otherwise specifically provided, nothing herein shall prejudice
or limit Shipper's right to dispute the propriety or amount of any
statement or portion thereof received from Transporter."
4. Section 17.1 of the Agreement is amended by adding the following new
sentences at the end thereof:
"Upon request of either party, the other party shall acknowledge in
writing any permitted assignment described herein and the right of any
permitted assignee (including any assignee upon enforcement of any
assignment made as security for indebtedness) to enforce this Agreement
against such other party, and shall also deliver such certificates,
copies of corporate documents and opinions of counsel as may be
reasonably requested by such permitted assignee relating to such party,
this Agreement and any other matters relevant thereto. Unless otherwise
agreed by the parties hereto in a separate writing or pursuant to any
provision of this Agreement that expressly allows Shipper to be
relieved of its obligations hereunder in connection with an assignment,
no permitted assignment shall relieve the assigning party from any of
its obligations urder this agreement; provided however that if Shipper
assigns its rights hereunder to an Eligible Assignee and otherwise
complies with the foregoing provisions of this Section 17.1, then
effective upon such assignment the Shipper shall be relieved of its
obligations hereunder to the extent of such assignment with respect to
any period beginning on or after the date of such assignment. As used
in the preceding sentence, Eligible Assignee means an entity that (i)
at the time of such assigment (A) has senior unsecured long term public
debt that has a rating by Standard & Poor's Corporation ("S&P") or
Moody's Investors Service Inc. (Moody's), or, if such entity is not
rated by such agencies, that has an imputed credit rating as determined
by a mutually agreeable independent financial consultant based on the
application of the standards and methods used by S&P or Moody's to rate
corporate debt, that is at least as high as the explicit or imputed
credit rating in effect as of the date of this Agreement for Union
Pacific Resources Company, which the parties shall deem to be "A" ( by
S&P) and "A2" (by Moody's) and (B) is not on Credit Watch with negative
implications, in the case of S&P, or under review for possible
downgrade, in the case of Moody's and (ii) has unconditionally assumed
the obligations of the Shipper hereunder pursuant to such instruments
as may be reasonably requested by Transporter.
If Shipper is in agreement with the foregoing, please so indicate by
signing in the space provided below, and return two fully executed copies of
this letter agreement for our records.
Very truly yours,
KERN RIVER GAS TRANSMISSION COMPANY
By: /s/ E.J. Holm
------------------------------
E.J. Holm
President
Kern River Corporation
By: /s/ Cuba Wadlington, Jr.
------------------------------
Cuba Wadlington, Jr.
Vice President
Williams Western Pipeline Company
AGREED TO AND ACCEPTED:
UNION PACIFIC FUELS, INC.
By: /s/ D.W. Niemiec
-----------------------
D.W. Niemiec
President
EXHIBIT "A"
(Note 1)
AMENDMENT
to the
TRANSPORTATION AGREEMENT
DATE December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
RECEIPT POINTS
Maximun Maximum
Receipt Receipt Volumes
Meter Pressure Mcf per Day
Description Location Ownership PSIG (Note 2)
- ----------- -------- --------- -------- ---------------
Opal Gas Plant T21N-R114W TBD TBD 40,000
Questar Pipeline TBD TBD TBD 35,000
Overthrust Pipeline TBD TBD TBD 10,000
Painter NGL/NRU Complex TBD TBD TBD 22,000
Anschutz Ranch East TBD TBD TBD 15,000
Whitney Canyon TBD TBD TBD 13,000
Colorado Interstate Gas TBD TBD TBD 25,000
-------
150,000
Notes:
(1) Shipper and Transporter agree to amend this Exhibit, as to specific
Location, Receipt Points, Receipt Volumes, and Maximum Receipt Pressure
120 days prior to the Construction Notification Date.
(2) The Maximum Receipt Volume for all Receipt Points in the aggregate
shall not exceed 150 percent of Shipper's MDQ and the Maximum Receipt
Volume for any individual Receipt Point shall not exceed Shipper's MDQ.
TBD - To be determined.
[Letterhead of Kern River Gas Transmission Company] [LOGO]
1010 Milam St.
P.O. Box 2511
Houston, Texas 77252-2511
(713)757-2131
November 2, 1990
LETTER AGREEMENT
Mr. Don Niemiec, President
Union Pacific Fuels, Inc.
801 Cherry Street
Fort Worth, Texas 76101
Re: Amendment to Transportation Agreement
dated December 15, 1989
Dear Mr. Niemiec:
Please refer to that certain Transportation Agreement dated
December 15, 1989, between Kern River Gas Transmission Company ("Transporter")
and Union Pacific Fuels, Inc. ("Shipper"), as amended on July 23, 1990 (the
"Transportation Agreement"). In consideration of the mutual benefits of such
amendments, Transporter and Shipper hereby amend the Transportation Agreement as
follows:
1. In the last sentence of Section 1.5 on page 3, the words "60
days" are deleted and are replaced with "150 days."
2. Section 2.1 "MDQ" is deleted in its entirety and is replaced
with the following:
2.1 MDQ.
2.1.1 Initial Service. Subject to the terms,
conditions and limitations hereof, the MDQ shall
be 100,000 Mcf per day.
2.1.2 Option to decrease MDQ. At the Commencement
Date and at the end of each of the first four
Contract Years, Shipper shall have the right to
reduce the MDQ for the remaining term of this
Agreement, commencing with the next Contract Year
by up to 25,000 Mcf per day, provided,
however, (a) this right shall not be effective
unless the total MDQ of all firm shippers on
Transporter's pipeline system totals at least
525,000 Mcf per day on the date on which Shipper
seeks to make effective a reduction in its MDQ;
and (b) Shipper's MDQ never shall be reduced to
less than 75,000 Mcf per day. Shipper shall
exercise its right to reduce the MDQ (i) for the
first Contract Year, by providing written notice
to Transporter at least 120 days prior to the
Commencement Date (as estimated by Transporter in
a notice provided to Shipper at least 150 days
prior to the Commencement Date) (ii) for the
second Contract Year, by providing written notice
at least nine months prior to the end of the
first Contract Year; and (iii) for each of the
three Contract Years thereafter, by providing
written notice at least 12 months before the
commencement of the Contract Year to which the
reduction would apply.
3. Section 3.4 "Rate Parity" is deleted and is replaced with
the following:
3.4 Contract Parity. At least 30 days prior to
the Commencement Date, Transporter shall provide
Shipper with copies of all firm service
transportation agreements which provide for the
transportation of gas from receipt points in
Wyoming to delivery points in California
(hereinafter referred to as "MFN Contracts"). At
Shipper's option ("Election Option"), exercised
by the giving of written notice five days prior
to the Commencement Date any MFN Contract will be
made available to Shipper for the service to be
provided under this agreement on the same terms
and conditions as the MFN Contract. If the
transportation rates (i.e., those transportation
rates derived from the rate provisions of an MFN
Contract related to payments for capacity and/or
throughput volumes) in such MFN Contract are
mileage or zone-based, the distance for service
provided thereunder shall be reflected in
determining Shipper's rate
-2-
under this Section 3.4. The terms and conditions
of such MFN Contract, as modified from time to
time pursuant to such MFN Contract, shall be
applied to the lesser of Shipper's MDQ or the MDQ
contained in the MYN Contract, for a term
extending to the lesser of the remaining term of
this agreement or the remaining term or date of
earlier termination, cancellation, or amendment,
of the MFN Contract. If the MDQ in an MFN
Contract selected by Shipper is less than
Shipper's MDQ hereunder, Shipper may apply more
than one MFN Contract to its service hereunder at
any given time, until the aggregate MDQ's of the
MFN Contracts match or exceed Shipper's MDQ,
provided, however, that if Shipper seeks to apply
more than one MFN Contract to its service
hereunder at any given time, Transporter and
Shipper shall enter into amendments to this
agreement and/or replacement contracts with
respect to the portion of Shipper's service to
which each MFN Contract is to apply and such
amendments and replacement contracts shall be
subject to any necessary regulatory approvals.
At least 30 days prior to the first day of each
Contract Year, Transporter shall provide Shipper
with copies of any new MFN Contracts or other MFN
Contracts which have been amended during the
previous Contract Year and the applicable rates
associated with such MFN Contracts. Following
such notice, and prior to 5 days before the start
of the Contract Year, Shipper shall have the same
Election Option as set forth above, exercisable
under the same terms and conditions.
4. Article XII is amended to add at page 37 a new Section
12.3, as follows:
12.3 FERC Regulation. In the event the FERC does not approve in
its entirety the Transportation Agreement in response to the
filings made by Transporter at the FERC on July 24, 1990 in
Docket Nos. CP89-2047-003 and CP89-1794 through CP89-1810, then
Shipper and Transporter will renegotiate
-3-
any rejected provisions of the Transportation Agreement in good
faith, replacing each such provision with terms that are
consistent with the FERC's orders on the July 24, 1990 filings.
It is understood that the MDQ, 15-year contract term and receipt
and delivery points shall not be changed, unless both parties
mutually agree to a change. Notwithstanding the foregoing
commitment, both parties expressly reserve the right to seek
rehearing and/or judicial review of any modification ordered by
the FERC.
If Shipper is in agreement with the foregoing, please so
indicate by signing in the space provided below and return two fully-executed
originals of this document for our records.
Yours very truly,
KERN RIVER GAS TRANSMISSION
COMPANY
BY: /s/ E. J. Holm
-------------------------
E. J. Holm
President
Kern River Corporation
BY: /s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Vice President
Williams Western Pipeline
Agreed to and accepted:
UNION PACIFIC FUELS, INC.
By: /s/ D. W. Niemiec
----------------------
Title: President
Date: November 2, 1990
-4-
[Letterhead of Kern River Gas Transmission Company] [LOGO]
1010 Milam St.
P.O. Box 2511
Houston, Texas 77252-2511
(713)757-2131
November 2, 1990
LETTER AGREEMENT
Mr. Don Niemiec, President
Union Pacific Fuels, Inc.
801 Cherry Street
Fort Worth, Texas 76101
Dear Mr. Niemiec:
Please refer to that certain Transportation Agreement dated
December 15, 1989 between Kern River Gas Transmission Company ("Transporter")
and Union Pacific Fuels, Inc. ("Shipper"), as amended on July 23, 1990 (the
"Transportation Agreement"), and to the Precedent Agreement dated December 15,
1989, by and among Kern River Gas Transmission Company, Union Pacific Resources
Company ("UPRC") and Union Pacific Fuels, Inc.
You will recall that on October 3, 1990, Transporter sent to
Shipper a letter advising of the impending date on which Transporter would begin
incurring financial liabilities for the manufacture of the pipe needed to
construct Transporter's interstate natural gas pipeline system from southwestern
Wyoming to Kern County, California, in accordance with certificates issued by
the Federal Energy Regulatory Commission ("FERC") on January 21, 1990. In recent
weeks, Transporter, Shipper and UPRC have discussed at length the matters
addressed in Transporter's letter of October 3. This letter agreement
memorializes the arrangements the parties have mutually agreed upon with
respect to such matters.
1. This agreement shall be effective on the date it is executed,
unless Transporter fails to receive sufficient commitments for firm
transportation on its pipeline, as provided in paragraph 5(a) below. All parties
shall execute this agreement by November 2, 1990; otherwise, this agreement
shall terminate. Upon becoming effective, this agreement shall supersede the
Precedent Agreement of December 15, 1989 in its entirety, and such Precedent
Agreement shall be terminated. Except as otherwise expressly provided, this
agreement will terminate on the Commencement Date of the Transportation
Agreement as defined in the Transportation Agreement or at such earlier date as
provided hereunder. Unless otherwise stated herein, all capitalized terms used
in this agreement have the same meaning as the like terms used in the
Transportation Agreement.
2. The parties agree that 50,000 Mcf per day of the MDQ under the
Transportation Agreement shall be regarded as the "Base Commitment." Shipper and
UPRC shall not enter into any other agreement for the firm transportation of gas
by any other entity which proposes to build a pipeline and transport gas from
Wyoming and Utah to California unless such agreement is expressly for the
transportation of volumes in addition to the Base Commitment. Any public
announcement by Shipper or UPRC of such other agreement shall state that it
pertains to the firm transportation of volumes of gas in addition to the Base
Commitment.
3. UPRC and Shipper may terminate this agreement and the Transportation
Agreement upon written notice to Kern River within 7 days after the Commencement
Date of the Transportation Agreement, if Transporter has failed by the
Commencement Date to establish the receipt points identified in Exhibit A to the
Transportation Agreement and the delivery point identified in Exhibit B to the
Transportation Agreement. Transporter shall pursue the establishment of such
receipt and delivery points.
4. (a) On or before December 31, 1990, Transporter and Shipper shall
enter into additional transportation agreements providing Shipper with (1)
25,000 Mcf per day of firm transportation service on Transporter's pipeline
commencing on the Commencement Date; (2) 25,000 Mcf per day of firm
transportation service on Transporter's pipeline commencing on the date five
years after the Commencement Date under the Transportation Agreement, and (3)
25,000 Mcf per day of firm transportation service on Transporter's pipeline
commencing on the date 10 years after the Commencement Date (these three
increments of 25,000 Mcf per day are hereafter collectively referred to as
"Additional Service"). Subject to the receipt of all necessary regulatory
authorizations satisfactory to Transporter and Shipper, Additional Service shall
be provided on the same terms and conditions as service under the Transportation
Agreement, as amended, provided, however, that the remaining terms and
conditions of this paragraph 4 shall apply to Additional Service and shall be
incorporated into the transportation agreements to be entered
-2-
into pursuant to this paragraph. To the extent that the terms herein are
inconsistent with any terms of the Transportation Agreement, the terms herein
supersede the terms of the Transportation Agreement and shall control with
respect to Additional Service.
(b) Additional Service will be provided on the capacity of Transporter's
initial, 700,OOO Mcf per day system, if such capacity is available, consistent
with Transporter's tariff, with all applicable laws and regulations, and with
any contractual rights of third parties to utilize such capacity for firm
transportation service under agreements executed by Transporter and such third
parties prior to the date of this agreement.
(c) If all or a portion of the capacity is not available on
Transporter's system for Additional Service as contemplated in paragraph 4(b)
above, Transporter shall utilize its best efforts to assist Shipper in acquiring
by assignment from other firm shippers on Transporter's pipeline, as provided by
the applicable transportation agreements and terms of Transporter's FERC Gas
Tariff, the right to firm transportation service needed to provide the
additional service contemplated herein.
(d) If all or a portion of the capacity for any increment of Additional
Service is not available to Shipper by either of the means identified in
paragraphs 4(b) and 4(c) above, Shipper may request an expansion of
Transporter's system. Transporter shall diligently seek FERC authorization to
expand the capacity of its pipeline system, and, unless such expansion would
result in an increase in the Maximum Firm Transportation Rate for Transporter's
existing firm transportation customers, shall utilize its best efforts to obtain
rolled-in rate treatment for such expansion. Upon receipt of such authority to
expand on terms satisfactory to Transporter and Shipper, Transporter shall
promptly undertake such expansion by an amount sufficient to provide the
increment of Additional Service that Shipper seeks, subject to satisfaction of
the following conditions:
(i) such expansion would not be inconsistent with the rights of third
parties to firm service on Transporter's pipeline under agreements executed by
Transporter and such third parties prior to the date of this agreement; and
(ii) if the cost of the incremental facilities associated with such
expansion, as estimated by Transporter using techniques generally accepted in
the pipeline industry, when rolled in with the costs of Transporter's
then-existing pipeline system, would result in an increase in the Maximum
-3-
Firm Transportation Rate for Transporter's existing firm transportation
customers, then Shipper agrees to either (a) reduce the increment of Additional
Service that it seeks to an amount which would result, after the expansion, in
the Maximum Firm Transportation Rate for Transporter's existing firm
transportation customers being no greater than the Maximum Firm Transportation
Rate in effect at the time of Shipper's request for expansion; or (b) be solely
responsible for that portion of the incremental costs, including compressor
fuel, associated with the incremental facilities needed to provide Shipper's
desired increment of Additional Service and which otherwise would result in an
increase in the Maximum Firm Transportation Rate.
(e) For purposes of ensuring the clarity of this agreement, Transporter
and Shipper agree that if Additional Service is provided through the means
described in paragraph 4(b) above, the Transportation Rate and Transportation
Charges for Additional Service shall be determined in accordance with Article
III of the Transportation Agreement. If any portion of Additional Service is
provided by the means described in paragraph 4(c) above, the rates and charges
for such portion of Additional Service shall be determined in accordance with
the terms of the assignment agreement(s) pursuant to which the portion of
Additional Service is provided. If Additional Service is provided in whole or in
part by the means described in paragraph 4(d) above, the rates and charges for
such Additional Service shall be determined as provided in paragraph 4(d).
(f) Shipper shall have the right, at the Commencement Date and at the
end of each of the first four Contract Years under its contract for the
increment of Additional Service described in paragraph 4(a)(1), to reduce such
increment of Additional Service for the remaining term of such contract,
commencing with the next Contract Year, by up to 12,500 Mcf per day, provided,
however, that (i) this right shall not be effective unless the total MDQ of all
firm shippers on Transporter's pipeline system totals at least 537,500 Mcf per
day on the date on which Shipper seeks to make effective a reduction in the
paragraph 4(a)(1) increment of Additional Service and (ii) the paragraph 4(a)(1)
increment of Additional Service never shall be reduced to less than 12,500 Mcf
per day. Shipper shall exercise its right to reduce the paragraph 4(a)(1)
increment of Additional service (1) for the first Contract Year under the
contract for such increment, by providing written notice thereof to Transporter
at least 120 days prior to the Commencement Date (as estimated by Transporter in
a notice provided to Shipper at least 150 days prior to the Commencement Date);
(2) for the second Contract Year, by providing written notice at least nine
months prior to the end of the first Contract Year; and (3)
-4-
for each of the three Contract Years thereafter, by providing written notice at
least 12 months before the commencement of the Contract Year to which the
reduction would apply.
(g) Shipper shall have the right under its contracts for the increments
of Additional Service described in paragraphs 4(a)(2) and 4(a)(3) to reduce each
such increment of Additional Service by up to 25,000 Mcf per day. Shipper shall
notify Transporter whether Shipper will exercise its right to reduce each such
increment of Additional Service by providing written notice thereof to
Transporter at least 12 months, and no more than 15 months, prior to the date on
which Shipper is entitled to obtain the applicable increment of Additional
Service in accordance with paragraphs 4(a)(2) and 4(a)(3) above.
(h) Shipper's rights to reduce Additional Service shall terminate with
respect to each increment of Additional Service on the day after the last date
on which it may provide notice to Transporter of a reduction in such increment
pursuant to paragraphs 4(f) and 4(g).
(i) Notwithstanding anything expressed or implied to the contrary in the
Transportation Agreement or in any MFN Contract, the rights to firm
transportation service additional to the MDQ under the Transportation Agreement
that are provided to Shipper by paragraph 4 of this agreement shall be Shipper's
only rights to such additional service, unless the parties expressly agree
otherwise in writing.
(j) If this agreement and the Transportation Agreement are terminated
pursuant to paragraphs 5(c), 5(e), or 5(g) below, the transportation agreements
for Additional Service shall terminate on the same date as this agreement and
the Transportation Agreement.
5. (a) Transporter agrees to construct its pipeline system as presently
certificated by FERC, provided that it receives on or before November 2, 1990
commitments from shippers for the firm transportation of sufficient volumes to
warrant, in Transporter's sole judgment, proceeding with the construction of its
pipeline. If it receives sufficient commitments as provided above, Transporter
shall: (1) on or before November 15, 1990, deposit any monies, make any
payments, or otherwise begin incurring liabilities under the terms of its
purchase orders for the pipe necessary to build its pipeline system; (2)
commence physical construction of its pipeline by January 15, 1991, and
thereafter diligently and continuously pursue such construction; and (3)
complete construction of its pipeline and place it in service by June 1, 1992.
-5-
(b) Failure by Transporter to meet any milestone stated in paragraph
5(8) above shall be excused if such failure was caused by delays which are the
result of: any acts of God; strikes; lock-outs; other industrial disturbances;
acts of public enemies; sabotage; breakage of equipment; war; blockades;
insurrections; riots; epidemics; landslides; mudslides; lightning; earthquakes;
extreme cold or freezing weather; floods; hurricanes; storms; fire; wash outs;
unforeseen physical conditions encountered during construction; arrests and
restraints of rulers and peoples; civil disturbances; explosions; breakage or
freezing of or accident to machinery or of lines of pipe; through no fault or
act of Transporter, inability to obtain, or delays in obtaining, pipe, materials
or equipment; compliance with any order of any court or other governmenta1
authority purporting to have jurisdiction; curtailment or suspension of
activities to remedy or avoid an established or alleged violation of federal,
state or local environmental permits or standards; or any other cause of like or
similar kind herein enumerated or otherwise, not within Transporter's control
and which by the exercise of due diligence Transporter could not have prevented.
Transporter's failure to reach any of the milestones stated in paragraph 5(a)
for any of the reasons stated herein shall be deemed not to be a breach of
Transporter's obligations under this agreement, provided, however, that
Transporter shall use reasonable diligence to put itself in a position to carry
out its obligations. Nothing contained herein shall be construed to require
Transporter to settle any strike or lock-out by acceding against its judgement
to the demands of the opposing parties. No such cause excusing Transporter's
failure to achieve any milestone stated in paragraph 5(a) above shall continue
to excuse such failure after the expiration of a reasonable period of time
within which by the use of due diligence Transporter could have remedied the
situation causing its failure to achieve the milestone, nor shall any such cause
excuse Transporter's failure to achieve a milestone of paragraph 5(a) unless
Transporter shall give notice thereof in writing to Shipper with reasonable
promptness and like notice upon termination of such cause. For purposes of
ensuring the clarity of this provision, Transporter and Shipper expressly agree
that failure of Transporter to achieve any milestone of paragraph 5(a) shall not
be excused by the loss of shipper commitments or by the dendency or threat of
litigation, including regulatory proceedings, provided, however, that this
reference to such proceedings shall not alter the scope or meaning of the
preceding terms of this paragraph regarding compliance with orders of courts or
other governmental authorities and curtailment or suspension of activities to
remedy or avoid violations of environmental permits or standards.
-6-
(c) If Transporter fails to meet the first milestone of paragraph 5(a)
on the date specified therein, or such later date that may result from delays
excused under the terms of paragraph 5(b), then Shipper and UPRC may terminate
this agreement and the Transportation Agreement upon written notice to
Transporter within 30 days after the applicable milestone date. Transporter
shall incur no liability to Shipper or UPRC or any affiliate of either, and
neither Shipper nor UPRC nor any affiliate of either, shall be entitled to any
remedy, if Transporter fails for any reason to achieve the second milestone of
paragraph 5(a). If Transporter, on or before February 15, 1991, cancels its
contracts for the purchase of the pipe necessary to construct its pipeline, it
shall immediately so notify Shipper and UPRC by providing written notice thereof
to Shipper and UPRC. Within 30 days after receiving notice of Transporter's
cancellation of its pipe contracts prior to February 15, 1991, Shipper and UPRC
may terminate this agreement and the Transportation Agreement. If Shipper and
UPRC terminate this agreement and the Transportation Agreement pursuant to this
paragraph, such termination shall be the exclusive remedy available to Shipper
and UPRC for any unexcused failure of Transporter to achieve the first milestone
of paragraph 5(a) and/or for Transporter's cancellation of its pipe purchase
contracts.
(d) For each month after June 1, 1992, or such later date that is the
result of delays excused under the terms of paragraph 5(b), that Transporter
fails to complete and place in service its pipeline, Transporter shall pay to
Shipper the lesser of:
(1) $l,400,000.00 cash, or
(2) an amount equal to the result obtained by multiplying (a) the
difference between (i) the average spot market price for gas delivered at the
California/Arizona border for the applicable month, as reported in Natural Gas
Week, less an amount equal to Transporter's then-most-current estimate of its
100% load factor unit rate for firm transportation service, and (ii) the average
spot market price in the Rocky Mountain area for gas delivered into the
Northwest Pipeline Corporation pipeline for the applicable month, as reported in
Natural Gas week, by (b) the difference between (i) 100,000 Mcf per day times
the number of days in the month, and (ii) the total of all volumes purchased by
Transporter or any affiliate of Transporter from Shipper or UPRC or any
affiliate of either during the month pursuant to the purchase option described
in this paragraph at the locations indicated in Exhibit 1 to this agreement.
During the period of delay in the in service date of Transporter's pipeline,
Shipper and UPRC shall exercise good faith efforts
-7-
to sell to alternate markets volumes of gas otherwise destined for
transportation by Transporter. If, despite such efforts, Shipper and UPRC are
unable to sell such volumes and they desire to sell such volumes to Transporter
or affiliates of Transporter, then each applicable month Transporter or
affiliates of Transporter, at its or their option and in its or their sole
discretion, may purchase from Shipper or UPRC or any affiliate of either the
volumes Shipper and UPRC are unable to sell. Any purchases made pursuant to this
option shall be made at the receipt points listed in Exhibit 1 hereto at the
average spot market price for the month for gas delivered at the California/
Arizona border as reported in Natural Gas Week, less an amount equal to
Transporter's then most current estimate of its 100% load factor unit rate for
firm transportation service. Shipper or UPRC shall advise Transporter at least
15 days in advance of the applicable month of the volumes it is willing to make
available at the receipt points. Within five days after receiving such notice,
Transporter or any affiliate(s) of Transporter shall advise Shipper or UPRC
whether it elects to purchase any of the volumes made available and, if so, what
volumes it will purchase.
However, Transporter shall not be obligated to make any payments that
this paragraph 5(d) otherwise would require if the delay in completion of
Transporter's pipeline was caused by, or materially contributed to by, any act
or omission of Shipper or UPRC.
(e) If Transporter fails to complete and place in service its pipeline
for more than 12 months beyond June 1, 1992, or such later date that is the
result at delays excused under the terms of paragraph 5(b) above, Shipper and
UPRC shall have the right to terminate this agreement and the Transportation
Agreement upon 10 days' written notice to Transporter.
(f) The remedies provided to Shipper and UPRC by paragraphs 5(d) and
5(e) above shall be the exclusive remedies available to Shipper and UPRC for any
unexcused failure of Transporter to achieve the third milestone described in
paragraph 5(a) above. Except as provided in paragraph 5(d), Transporter shall
have no liability whatsoever to Shipper, UPRC or any affiliate of either arising
from, or otherwise related to, any unexcused failure of Transporter to achieve
the third milestone described in paragraph 5(a).
(g) If Transporter fails to complete and place in service its pipeline
for more than 18 months beyond June 1, 1992, Transporter shall have the right to
terminate this agreement and the Transportation Agreement upon 10 days' written
notice to Shipper and UPRC and Transporter thereafter
-8-
shall have no further liability to Shipper or UPRC with regard to Transporter's
proposed pipeline system.
6. Each party to this agreement recognizes the commercial sensitivity of
its existence and its terms. The parties therefore expressly agree that each
shall hold in the strictest confidence, and shall not communicate with any other
parties (other than their respective affiliates, consultants or agents)
regarding, the existence of this agreement, its terms and conditions, and the
contents of the negotiations of which this agreement is the culmination. No
party shall make any public statements regarding the existence or contents of
this agreement without the consent of the other parties. Any breach by Shipper
or UPRC (or any affiliate, consultant or agent thereof) of the terms of this
paragraph shall absolve Transporter of any obligation to make monetary payments
to Shipper that Transporter otherwise might incur under this agreement,
provided, however, that (a) this sentence shall not apply if the breach of this
paragraph results from a cause not within the control of Shipper or UPRC and
which, by the exercise of due diligence, Shipper or UPRC could not have
prevented; (b) this sentence shall not apply unless such a breach has a
material adverse effect on Transporter's business relationship with any other
entity or otherwise causes injury or damage to Transporter; and (c) Shipper and
UPRC shall take steps to control the dissemination of this agreement and its
contents within the corporate organizations of UPRC, Shipper and their parent
corporation to those key employees who are required for legitimate business
reasons to know of this agreement and/or its contents.
7. Transporter shall pursue diligently the low-interest financing that
may be available from the State of Wyoming and will keep UPRC apprised of
developments regarding such financing and its terms and conditions.
8. On or before November 15, 1990, Transporter shall provide to UPRC
guaranties, in a form mutually satisfactory to Transporter and UPRC, by
Transporter's parent corporations, Tennessee Gas Pipeline Company and The
Williams Companies Inc., of Transporter's payment obligations under paragraph
5(d) of this agreement.
9. Transporter shall notify Shipper and UPRC at least three days in
advance of Transporter's commencement of construction of its pipeline. From and
after the earlier of three days after Transporter commences construction of its
pipeline or January 15, 1991, Shipper and UPRC shall support Transporter's
pipeline project and shall indicate such support in all public statements by
Shipper or UPRC related to construction of a new natural gas pipeline from
Wyoming to California.
-9-
10. This agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. No assignment or
transfer by any party hereunder shall be made without written approval of the
other parties. Such approval shall not be unreasonably withheld. No such consent
of Transporter or Shipper shall be required when an assignment by Shipper or
Transporter is the result of, and part of, a corporate acquisition, merger or
reorganization; provided that Shipper is given advance notice of such an
assignment by Transporter and such assignment will not have a material adverse
effect on Shipper's economic interests under the Transportation Agreement.
Nothing contained herein shall prevent either party from pledging, mortgaging or
assigning its rights as security for its indebtedness and either party may
assign to the pledgee or mortgagee (or to a trustee for the holder of such
indebtedness) any money due or to become due under this Agreement. As between
the parties hereto, such assignment shall become effective on the first Day of
the Month following written notice that such assignment has been effectuated.
11. (a) All notices provided for herein shall be given in writing,
addressed as follows:
If to Kern River:
Kern River Gas Transmission Company
P.O. Box 2511
Houston, TX 77252
Telecopy: 713-757-7255
Kern River Gas Transmission Company
Attention: Williams Western Operations
295 Chipeta Way
P.O. Box 58900
Salt Lake City, UT 84158-0900
Telecopy: 801-584-6485
If to Union:
Union Pacific Fuels, Inc.
Attention: President
801 Cherry Street
Fort Worth, TX 76101
Telecopy: 817-877-6133
(b) No modification of this agreement shall be made except by the
execution of a written amendment by the parties.
-10-
(c) This agreement shall be interpreted and governed by the laws of the
State of Texas.
If Shipper and UPRC are in agreement with the foregoing, please so
indicate by signing in the space provided below and return two fully-executed
originals of this document for our records.
Yours very truly,
KERN RIVER GAS TRANSMISSION
COMPANY
BY: /s/ E.J. Holm
-------------------------
E.J. Holm
President
Kern River Corporation
BY: /s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Vice President
Williams Western Pipeline
Company
Agreed to and accepted:
UNION PACIFIC FUELS, INC.
By: /s/ D.W. Niemiec
------------------------
Title: President
Date: November 2, 1990
Union Pacific Resources Company executes this agreement for the purpose
of acknowledging its agreement with Paragraphs 1, 2, 5, 6, 8, 9 and 10.
UNION PACIFIC RESOURCES COMPANY
BY: /s/ Robert S. Jackson
------------------------------
Title: Executive Vice President
and Chief Financial Officer
Date: November 2, 1990
-11-
[LETTERHEAD OF KERN RIVER] 1010 Milam Street
P.O. Box 2511
Houston, Texas 77252-2511
(713) 757-2131
October 28, 1991
FEDERAL EXPRESS
Union Pacific Fuels, Inc.
801 Cherry Street
P.O. Box 7
Fort Worth, TX 76101
Attn: Mark Borer
Re: Amendment to Firm Transportation
Agreement Dated December 15, 1989
Dear Mark:
Reference is made to that certain Gas Transportation Agreement ("Agreement")
dated December 15, 1989 by and between Kern River Gas Transmission Company, a
Texas partnership ("Kern River") and Union Pacific Fuels, Inc., a Delaware
Corporation, ("Union Pacific").
WHEREAS, Kern River and Union Pacific desire (i) to amend the existing quality
specifications to match the Southern California Gas Company gas quality
specifications (ii) to reflect new blending procedures; and
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained Kern River and Union Pacific agree as follows:
Effective as of November 1, 1991:
1. A new definition to Article I - DEFINITIONS is added as follows: " 1.31
"Composite Gas Stream" shall mean the composite of all Gas receipts and/or
nominations from all Shippers for transportation by Kern River. Composite
Gas Stream shall be the theoretical gas stream that will result from the
combination of all gas receipts from all Shippers as determined by a
computer model that utilizes analytical and flow data generated at each of
the Receipt Points. The computer model determines what the Composite Gas
Stream composition will be on a feed forward basis."
2. Article V - QUALITY is deleted in its entirety and substituted therefore
shall be the attached Article V.
Except as amended herein, all terms and provisions of the Agreement shall remain
in full force and effect as written.
Mr. Mark Borer
October 28, 1991
Page Two
If the foregoing is in accordance with your understanding of our agreement,
please so indicate by signing and returning to my attention all originals of
this letter. Upon Kern River's execution an original will be forwarded to you
for your files.
Should you have any questions, please do not hesitate in contacting me at (713)
757-5701.
Very truly yours,
KERN RIVER GAS TRANSMISSION COMPANY
/s/ Tony Rabago
-------------------
Tony Rabago
Account Manager
Transportation Services
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
/s/ Mark A. Borer /s/ E. J. Holm
- -------------------------- --------------------------
By: Mark A. Borer By: E. J. Holm
Attorney-In-Fact President
Kern River Corporation
/s/ Cuba Wadlington
---------------------------
By: Cuba Wadlington
Vice President & General Manager
Williams Western Pipeline Company
UNION PACIFIC FUELS, INC.
ARTICLE V - QUALITY
5. QUALITY
5.1 Gas Quality at Delivery Point(s): The Gas delivered by Transporter for
Shipper at the Delivery Point(s):
(a) shall be merchantable Natural Gas commercially free from
objectionable odors, solid matter, dust, gums, and gum forming
constituents, or any other substance which interferes with its
intended purpose, or causes interference with the proper and safe
operation of the lines, meters, regulators, or other appliances
through which it may flow,
(b) shall contain not more than seven (7) pounds/MMcf of water;
(c) shall contain no hydrocarbons in liquid form at the temperature
and pressure at which the Gas is delivered at the Delivery Point;
(d) shall not exceed a hydrocarbon dewpoint in excess of fifteen
degrees (15 degrees) Fahrenheit at pressures up to 800 psig;
(e) shall contain not more than 0.2% by volume of oxygen;
(f) shall contain not more than 3.0% by volume of carbon dioxide or
nitrogen;
(g) shall contain not more than a combined total of 4.0% by volume of
inerts, including carbon dioxide, nitrogen, oxygen and any other
inert compound;
(h) shall contain not more than 0.25 grain of hydrogen sulfide per
100 Cubic Feet of Gas (the gas shall not contain any entrained
hydrogen sulfide treatment chemical (solvent) or its
by-products);
(i) shall contain not more than 0.3 grains of mercaptan sulfur per
100 Cubic Feet of Gas;
(j) shall contain not more than 0.75 grains of total sulfur per 100
Cubic Feet of Gas;
(k) shall not contain any toxic or hazardous substance, in
concentrations which, in the normal use of the Gas, results in an
unacceptable risk to health, is injurious to pipeline facilities,
is a limit to merchantability or contrary to applicable
governmental standards;
(l) shall have a minimum total heating value of not less than nine
hundred seventy (970) Btu's per Cubic Foot of Gas on a dry basis;
(m) shall have a temperature of not less than forty degrees
(40 degrees) Fahrenheit, and not more than one hundred twenty
degrees (120 degrees) Fahrenheit.
5.2 Gas Quality at Receipt Point(s):
Gas nominated or delivered by Shipper to Transporter at the Receipt
Point(s) for Transportation shall comport with the requirements set
forth in Section 5.1 herein, or be subject to rejection and
non-acceptance by Transporter pursuant to Section 5.5 (with the
exception of the Gas blending rights contained in Section 5.3).
5.3 Gas Blending Rights: Notwithstanding Section 5.2, if the Composite Gas
Stream contains less than ninety-five (95)% of the maximum allowable
concentrations of hydrogen sulfide (5.1(h)), mercaptan sulfur
(5.1(i)), total sulfur (5.1(j)), nitrogen or carbon dioxide (5.1(f)),
or total inerts (5.1(g)), then Transporter shall allow reduced
restrictions on said Gas components as described below and Shipper may
tender, at any Receipt Point, Gas which contains not more than:
(a) One (1) grain of hydrogen sulfide per 100 Cubic Feet of Gas,
subject to the condition that the volume weighted average
hydrogen sulfide content of the Composite Gas Stream does not
exceed 0.25 grain per 100 Cubic Feet of Gas; and
(b) Ten (10) grains of total sulfur per 100 Cubic Feet of Gas,
provided that the volume weighted average total sulfur content of
the Composite Gas Stream does not exceed 0.75 grain per 100 Cubic
Feet of Gas; and
(c) Five (5) grains of mercaptan sulfur per 100 Cubic Feet of Gas,
subject to the condition that the volume weighted average
mercaptan sulfur content of the Composite Gas Stream does not
exceed 0.30 grain per 100 Cubic Feet of Gas; and
(d) Four percent (40%) by volume of carbon dioxide, subject to the
condition that the volume weighted average carbon dioxide content
of the Composite Gas Stream does not exceed three percent (3.0%),
subject to Section 5.3(e) below; and
(e) Six percent (6.0%) by volume of nitrogen subject to the condition
that the volume weighted average nitrogen content of the
Composite Gas Stream shall not exceed three percent (3.0%),
subject to Section 5.3(f) below; and
(f) Six percent (6.0%) by volume of inerts, subject to the condition
that the volume weighted average total inerts of the Composite
Gas Stream shall not exceed four percent (4.0%).
5.4 Quality Tests:
(a) Location of Tests. The quality of the Gas received and delivered
by Transporter hereunder shall be determined by tests which
Transporter shall cause to be made at each Receipt Point and
other locations along its system.
(b) Specification for Tests. Transporter shall determine the Total
Heating Value of Gas and its component analysis at least once
each Month in accordance with the Gas Measurement Committee
Report No. 3 prepared by the Gas Measurement Committee of the
American Gas Association, dated September 1985 or any subsequent
revisions (AGA-3). Such determination shall be made using either
an on-line chromatograph or by chromatographic analysis of a
representative sample of Gas taken with a continuous flow
proportional sampler. Chromatography shall be performed in
accordance with Gas Processors Association (GPA) publications
2261-86 and 2286-86 or any subsequent revisions. The values of
the physical constants for the Gas components shall be determined
by the use of the physical constants listed in Table 5 of AGA-3.
For components of the Gas not listed in said Table 5, GPA
publication 2145-88 or any subsequent revision shall be used.
(c) Non-Hydrocarbon Tests. Tests shall be made to determine the total
sulfur, hydrogen sulfide, mercaptans, carbon dioxide, nitrogen
and oxygen content of the Gas, and the hydrocarbon dew point and
water vapor content of such Gas by approved standard methods in
general use in the gas industry. Tests shall be made frequently
enough to assure that the Gas continuously conforms to the
quality requirements.
5.5 Failure to Conform:
(a) If the Gas offered for Transportation by Shipper shall fail at
any time to conform to any of the specifications set forth in
Section 5.2, then Transporter shall have the right, upon written
(including by telecopy) or oral notice to Shipper to be followed
by written notice, to immediately refuse to accept all or any
portion of such Gas.
(b) Notwithstanding the foregoing, however, in the event the
provisions of Section 5.3 are in effect, the following procedures
shall apply:
(i) When the calculated quality of the Composite Gas Stream
approaches 90% of the allowable maximums for those Gas
components whose specifications are subject to blending,
then Transporter shall notify all Shippers whose Gas does
not conform with Section 5.1.
(ii) When the calculated quality of the Composite Gas Stream
equals or exceeds 95% of the allowable maximums for those
Gas components whose specifications are subject to
blending, Transporter shall immediately notify all Shippers
whose Gas does not conform, that Transporter will commence
curtailing receipt of their Gas in the following manner:
1) Transporter shall determine which Gas nominations or
receipts do not conform with Section 5.1. For each
Shipper, whose Gas nominations or deliveries to
Transporter do not conform with
Section 5.1, Transporter shall identify the quantity
of the Gas component that is in excess of the limits
set forth in Section 5.1, compute a total thereof for
all such Shippers, and calculate the percentage of said
total for each such Shipper.
2) The calculated percentage shall be used to determine
the quantity of non-conforming component that each of
the non-conforming Shippers must eliminate from its Gas
nominations and/or receipts, in order to bring said
Composite Gas Stream back to within 93%, of the
quality specification described in Section 5.1. The
required reduction of the non-conforming component, as
well as the newly calculated maximum allowable
concentration of the non-conforming component in
Shipper's Gas deliveries to Transporter, shall be
communicated to each of the non-conforming Shippers.
3) Shipper shall reduce the non-conforming component to
the maximum allowable concentration in 5.5(b)(ii)(2)
above by either replacing nominated or existing Gas
deliveries to Transporter with Gas containing less of
the non-conforming component or by reducing nominations
or deliveries of non-conforming Gas until, inclusive of
the reductions of non-conforming components similarly
required of any other non-conforming Shippers, the
Composite Gas Stream is again calculated not to exceed
93% of the requirements of Section 5.1 herein.
4) Should Shipper fail to take adequate corrective action
to comply with Transporter's requirements, Transporter
shall have the right to curtail certain receipts
from Shipper as described in Section 5.5(a) above
and it shall be relieved of its obligations hereunder
to the extent of rightful suspension for the duration
of such time as the Gas does not meet such
specifications, provided, however, that Transporter
shall not apply the provisions of this Section 5.5 to
Shipper in a manner less favorable than Transporter
applies the same or similar provisions to other
shippers, and provided further that Transporter shall
not apply the provisions of this Section 5.5 to
Shipper so long as the aggregate of all Gas tendered
to Transporter by Shipper at all Receipt Points
complies with the quality specifications of Section
5.2 herein.
(c) Continuation of Obligation to Pay: In the event Transporter
refuses to accept Gas tendered by Shipper because such Gas does
not conform to the specifications set forth herein, Shipper shall
within a reasonable time make a diligent effort to correct such
failure by treatment or dehydration consistent with prudent
operations and by means which are economically feasible in
Shipper's opinion so as to deliver Gas conforming to the above
specifications. Shipper shall not be relieved of its obligation
to pay any Monthly Demand Charge provided for in Shipper's
Transportation Service Agreement during the time such Gas does
not conform to the specifications set forth herein.
(d) Transporter shall deliver to Shipper Gas which conforms to the
quality specifications of Section 5.1 herein. If Transporter
fails to deliver gas which
conforms to such quality specifications, then the Monthly Demand
Charge Amount for the Month in which such failure occurs shall be
reduced by an amount calculated by multiplying each Mcf of
non-conforming Gas tendered but not delivered by Transporter to
Shipper by an amount equal to the applicable Monthly Reservation
Rate divided by the number of days in such Month, provided
however, that if during the Month of Transporter's non-conforming
deliveries, Transporter receives from Shipper Gas which does not
conform to the quality specifications of this Article V, all
non-conforming volumes received by Transporter from Shipper
during such Month shall be subtracted from the volumes of
non-conforming deliveries by Transporter to Shipper before the
amount of the reduction to the Monthly Demand Charge Amount is
calculated.
[LETTERHEAD OF KERN RIVER] 1010 Milam Street
P.O. Box 2511
Houston, Texas 77252-2511
(713) 757-2131
FEDERAL EXPRESS
January 23, 1992
Union Pacific Fuels, Inc.
801 Cherry Street
P. 0. Box 7
Fort Worth, TX 76101
Attn: Mark Borer
Re: Amendment to Firm Transportation
Agreement Dated December 15, 1989
Dear Mark:
Reference is made to that certain Gas Transportation Agreement ("Agreement")
dated December 15, 1989 by and between Kern River Gas Transmission Company, a
Texas partnership ("Kern River") and Union Pacific Fuels, Inc., a Delaware
Corporation, ("Union Pacific").
WHEREAS, Kern River and Union Pacific desire (i) to amend the existing Exhibit
"A" Receipt Points to provide Union Pacific reduced operating pressures and
plant pipeline connections at Receipt Points 5, 6 and 7 of the attached Exhibit
"A" as a result of Kern River's addition of the Anschutz and E. Painter
compression and related facilities and (ii) to provide additional Delivery
Points as noted on the attached Exhibit "B"; and
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained Kern River and Union Pacific agree as follows:
Effective as of February 11th, 1992:
Exhibit "A" and "B" are deleted in their entirety and substituted therefore
shall be the attached Exhibit "A" and "B".
Except as amended herein, all terms and provisions of the Agreement shall remain
in full force and effect as written.
If the foregoing is in accordance with your understanding of our agreement,
please so indicate by signing and returning to my attention all originals of
this letter. Upon Kern River's execution an original will be forwarded to you
for your files.
Mr. Mark Borer
January 23, 1992
Page Two
Should you have any questions, please do not hesitate in contacting me at (713)
757-5701.
Very truly yours,
KERN RIVER GAS TRANSMISSION COMPANY
/s/ Tony Rabago
Tony Rabago
Account Manager
Transportation Services
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION
COMPANY
/s/ Mark A. Borer
- ---------------- /s/ E.J. Holm
By: ---------------------------
E.J. Holm
President
Kern River Corporation
/s/ Cuba Wadlington
---------------------------
Cuba Wadlington
Vice President & General Manager
Williams Western Pipeline Company
AMENDMENT TO
EXHIBIT "A"
of the Firm Transportation Service Agreement
between
KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
and UNION PACIFIC FUELS, INC.
Date: December 15, 1989
RECEIPT POINTS
Maximum
Receipt
Transporter's Pressure Maximum
Description Meter Number p.s.i.g. Receipt Volumes
(Note 1) (Note 2) (Note 4) MCF Per Day
- ----------- ------------- -------- ---------------
Upstream of Muddy Creek:
1. Opal Gas Plant 1-4001 TBD 35,000
2. Colorado Interstate Gas (CIG) 1-4008 TBD 20,000
3. Northwest Pipeline 1-4002 TBD 30,000
4. Overland Trail Transmission TBD TBD 15,000
(Note 3)
Downstream of Muddy Creek:
5. Painter NGL/NRU 1-4005 900 10,000
6. Anschutz Ranch East 1-4006 1,050 10,000
7. Whitney Canyon/
Canyon Creek Compression 1-4004 900 5,000
8. Questar Pipeline 1-4007 1,212 55,000
Notes:
(1) During periods of time when Transporter's other firm shippers are
nominating and utilizing their full allocated portion of their MDQ for all
Receipt Points on the upstream side of the Transporter's Muddy Creek
Compressor and such volumes exceed the Muddy Creek Compressor's capacity
from time to time, Shipper's total Firm Service rights for capacity at
Receipt Points upstream of Transporter's Muddy Creek Compressor under this
Agreement with Transporter shall be limited to 50 MMCFD for such combined
Receipt Points. During periods of time when Transporter's firm shippers are
not nominating and utilizing their full allocated portion of their MDQ
upstream of Muddy Creek, Shipper shall be entitled to utilize as Firm
Service receipt volumes upstream of Muddy Creek up to a maximum receipt
volumes of 100 MMCFD. Shipper will have the right to reallocate, upon three
(3) business days notice pursuant to Section 15.1, the maximum receipt
volumes upstream of Muddy Creek among the Opal, CIG, Northwest Pipeline
Receipt Point(s), and any other new Receipt Points upstream of Muddy Creek
which Shipper requests Transporter to install in accordance with Section
6.1.1. Receipt Points 5. through 8. are to be located downstream of the
Kern River's Muddy Creek Compressor Station. In the event of a curtailment
of Firm Service on the inlet side of Transporter's Muddy Creek Compressor,
Transporter shall use 50 MMCFD as the base to determine Shipper's pro rata
portion under Section 14.1(c) of this Agreement.
(2) Transporter will accept Shipper's gas at the inlet side of Transporter's
meter.
(3) Pipeline connection to be mutually determined sometime after the Kern River
in-service date. All connection and related costs including tap, side valve
and meter are to be paid by the Shipper. Prior to in-service of Receipt
Point 4 the Shipper can nominate on as available firm service basis up to
an additional 20 MMCF per day at Receipt Point 3, subject to Note (1).
(4) The Maximum Receipt Pressures shall be based upon the maximum delivery
pressure requirements, if any, under the various interconnect agreements
between the transporter and upstream transporters at Receipt Points 2, 3,
and 4 and the plant operator at Receipt Point 1.
TBD To be determined.
AMENDMENT TO
EXHIBIT "B"
of the Firm Transportation Service Agreement
between
KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
and UNION PACIFIC FUELS, INC.
Date: December 15, 1989
DELIVERY POINTS
Maximum Maximum Delivery
Delivery Volume
Description Transporter's Pressure MCF Per Day
(Note 1) Meter Number p.s.i.g (Note 2)
- -------- ------------ ------- --------
1. Interconnection of Transporter's 2-5011 TBD 89,000
System and Southern California
Gas Company at SoCal Gas line 225
Wheeler Ridge
2. China Grade 2-5006 450 9,100
3. Boron 2-5002 650 11,000
4. Coolwater Station 2-5001 775 TBD
5. Apex 2-4002 450 TBD
TBD - To be determined.
Note:
(1) Receipt Points w, 3, 4 and 5 will not be available until after the Kern
River in-service date.
(2) The Maximum Delivery Volume for all Delivery Points in the aggregate
shall not exceed 109.1 MMcf per day unless otherwise agreed to by Kern
River. However, the aggregate actual delivery volumes shall not exceed the
Shipper's MDQ.
[LETTERHED OF KERN RIVER]
April 22, 1992
VIA TELECOPY
Mr. Rob Lindsey
Union Pacific Fuels, Inc.
801 Cherry Street
Fort Worth, TX 76101
Re: Transportation Service Agreement
1. Kern River agrees to withdraw its February 26, 1992 and March 23, 1992
notices of the Commencement Date and not provide a Commencement Date prior
to May 1, 1992, provided however, the February 26, 1992 Notice of
Commencement Date shall continue to be effective for purposes of the
termination right contained in paragraph 3 of the November 2, 1990 letter
agreement between Kern River and Union Pacific, but nothing else contained
herein shall alter or change the obligations and rights of Kern River and
Union Pacific under such letter agreement. Kern River shall provide Union
Pacific Fuels at least four (4) business days advance notification of the
Second Notice of Commencement Date.
2. Union Pacific Fuels will not hold Kern River liable for any reliance on the
February 26, 1992 and March 23, 1992 notices, for any failure by Kern River
to provide firm service or for any failure by Kern River to deliver gas
that does not meet the quality specification in Section 5.1 (b) contained
in Union Pacific Fuel's firm transportation agreement or any matters
related thereto. Nothing contained herein shall require UPFI to indemnify
Kern for any claims asserted against it with respect to the foregoing
matters, provided however, UPFI will indemnify Kern River for any claims
asserted against Kern River by any affiliate or subsidiary of UPFI with
respect to the foregoing matters.
3. Nothing contained in paragraph 2 above shall be considered a waiver of any
rights that Union Pacific Fuels may have after Kern River provides the
Second Notice of Commencement Date for any failure by Kern River from and
after such date to (i) provide firm service, or (ii) to deliver gas that
does not meet the quality specifications in Section 5.1(b) of Union Pacific
Fuel's firm transportation agreement.
4. Prior to the Commencement Date set forth in the Second Notice of
Commencement Date, Kern River agrees to operate under Section 3.2 of Union
Pacific's firm transportation agreement to provide service on a best effort
basis, to charge a volumetric charge equal to the Authorized Overrun Rate
and to maintain priority of service equal to all other firm shippers.
Rob Lindsey
April 22, 1992
Page Two
Prior to the Commencement Date set forth in the Second Notice of
Commencement Date, gas tendered by the Shipper and received but not
accepted by SoCalGas due to excess water vapor content will be treated as
an imbalance volume.
5. Subject to Kern's ability to receive such volumes, Union Pacific will
provide on a reasonable efforts basis at the firm transportation agreement
receipt points, 50 MMCFD per day of gas for transportation effective April
1, 1992 and continuing through Commencement Date.
6. Kern River agrees to provide at its expense a receipt point tie-in and
connection for Union Pacific's proposed 12 inch or 16 inch Overland Trail
Pipeline and measurement facilities capable of receiving 15 MMCF per day of
gas, provided, however, Union Pacific Fuels may at its expense, upgrade the
receipt point measurement facilities to enable such point to accommodate
volumes in excess of 15 MMCF per day.
7. This Agreement contains proprietary and confidential information. Union
Pacific and Kern agree to keep this Agreement and the terms of this
Agreement confidential. Disclosure by either party may cause the other
party substantial economic damage; however, neither party shall be held
liable for the disclosure of any information contained herein, as required
by any governmental authority or agencies.
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
/s/ Mark A. Borer /s/ E.J. Holm
- -------------------------- --------------------
Title: Attorney-In-Fact E.J. Holm
President
[LETTERHEAD OF KERN RIVER] 1010 Milam Street
P.O. Box 2511
Houston, Texas 77252-2511
(713) 757-2131
June 23, 1992
Union Pacific Fuels, Inc.
801 Cherry Street
P.O. Box 7
Fort Worth, TX 76101
Attn: Rob Lindsey
Re: Amendment to Firm Transportation Agreement
Dated December 15, 1989, as Amended
Dear Rob:
Reference is made to that certain Gas Transportation Agreement ("Agreement")
dated December 15, 1989, by and between Kern River Gas Transmission Company, a
Texas partnership ("Kern River") and Union Pacific Fuels, Inc., a Delaware
Corporation, ("Union Pacific"), as amended.
WHEREAS, Kern River and Union Pacific ("Parties") amended Exhibit "A" and "B" of
the referenced Agreement which was effective on February 11, 1992; and
WHEREAS, be Parties desire to amend Exhibit "B" of such Agreement to
reflect the requirements of the Parties; and
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, Kern River and Union Pacific agree as follows:
Effective as of February 15, 1992
1. Exhibit "B" of the referenced Agreement is deleted in its entirety and
replaced with Exhibit "B" attached hereto.
2. Failure to have Receipt Point 4 of Exhibit "A" of the referenced Agreement
and Delivery Points 2, 3, 4 and 5 of Exhibit "B" attached hereto in service
on May 1, 1992 shall not affect the Commencement Date of the referenced
agreement for the purpose of (i) Union Pacific's waiver of termination
rights as set forth in the February 6, 1992 Agreement between the parties;
or (ii) the definition of Commencement Date under Section 1.5 of the
Agreement.
3. In order to provide Union Pacific flexibility until some of its end users
are ready to take gas, Union Pacific shall have a maximum delivery volume
per day at Delivery Point I of 89,000 Mcf per day until August 1, 1992.
Mr. Rob Lindsey
June 23, 1992
Page Two
Except as amended herein, all terms and provisions of the Agreement shall remain
in full force and effect as written.
If the foregoing is in accordance with your understanding of our agreement,
please so indicate by signing and returning to my attention all originals of
this letter. Upon Kern River's execution, an original will be forwarded to you
for your files.
Sincerely,
/s/ Tony Rabago
-----------------------
Tony Rabago
Account Manager
Transportation Services
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
By: /s/ Mark A. Borer By: /s/ E. J. Holm
------------------ ----------------------------------
By: Vice President E. J. Holm
President, Kern River Corporation
By: /s/ Cuba Wadlington, Jr.
-----------------------------------
Cuba Wadlington, Jr.
Vice President & General Manager
Williams Western Pipeline Company
EFFECTIVE FEBRUARY 15, 1992
AMENDMENT TO
EXHIBIT "B"
of the Firm Transportation Service Agreement
between
KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
and UNION PACIFIC FUELS, INC.
Date: December 15, 1989
DELIVERY POINTS
Maximum
Maximum Delivery
Delivery Volume
Transporter's Pressure MCF Per Day
Description Meter Number p.s.i.g (Note 2)
- ----------- ------------ ------- --------
1. Interconnection of Transporter's 2-5011 TBD 84,000
System and Southern California
Gas Company at SoCalGas line 225
Wheeler Ridge
2. China Grade 2-5006 450 15,600
3. Boron 2-5002 650 11,000
4. Coolwater Station 2-5001 775 Note 1
5. Apex 2-4002 450 Note 1
TBD - To be determined
Notes:
(1) Delivery Points 4 and 5 can be utilized only to the extent capacity is
available at those points. To the extent Shipper reduces deliveries to
Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
make pursuant to Section 15.3 of the Agreement a corresponding delivery at
Delivery Points 4 and 5 equal to the reduced volume at Delivery Point 1,
provided however, the total volume at Delivery Points 4 and 5 shall not
exceed 40,000 MCF per day. Any future FERC filings relating to the
establishment of alternate delivery points for all firm shippers shall not
alter the rights of Shipper under Section 15.3 provided however, to the
extent Transporter makes such FERC filings Shipper's rights at Delivery
Points 4 and 5 shall be equal to the rights given to all firm shippers at
such alternate points.
(2) The Maximum Delivery Volume for all Delivery Points in the aggregate shall
not exceed 110.6 MMCF per day. The aggregate actual delivery volumes shall
not exceed the Shipper's MDQ.
Initial for ID Purposes
Transporter____________
Shipper ____________
THIRD AMENDED
EXHIBIT "A"
of the Transportation Agreement
between
KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
and UNION PACIFIC FUELS, INC. (Shipper)
Date: December 15, 1989
RECEIPT POINTS
Maximum
Receipt
Transporter's Pressure Maximum
Description Meter Number p.s.i.g. Receipt Volumes
(Note 1) (Note 2) (Note4) Mcf Per Day
- ----------- ------------- -------- -----------
Upstream of Muddy Creek:
1. Opal Gas Plant 1-4001 TBD 35,000
2. Colorado Interstate Gas (CIG) 1-4008 TBD 20,000
3. Northwest Pipeline 1-4002 TBD 30,000
4. Overland Trail Transmission TBD TBD 15,000
(Note 3)
Downstream of Muddy Creek:
5. Painter NGL/NRU 1-4005 900 10,000
6. Anschutz Ranch East 1-4006 1,050 10,000
7. Whitney Canyon/
Canyon Creek Compression 1-4004 900 10,000
------
8. Questar Pipeline 1-4007 1,212 50,000
------
Notes:
(1) During periods of time when Transporter's other firm shippers are
nominating and utilizing their full allocated portion of their MDQ for
all Receipt Points on the upstream side of the Transporter's Muddy Creek
Compressor and such volumes exceed the Muddy Creek Compressor's capacity
from time to time, Shipper's total Firm Service rights for capacity at
Receipt Points upstream of Transporter's Muddy Creek Compressor under
this Agreement with Transporter shall be limited to 50 MMCFD for such
combined Receipt Points. During periods of time when Transporter's firm
shippers are not nominating and utilizing their full allocatad portion of
their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
upon three (3) business days notice pursuant to Section 15.1, the maximum
receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest
Pipeline Receipt Point(s), and any other new Receipt Points upstream of
Muddy Creek which Shipper requests Transporter to install in accordance
with Section 6.1.1. Receipt Points 5. through 8. are to be located
downstream of the Kern River's Muddy Creek Compressor Station. In the
event of a curtailment of Firm Service on the inlet side of Transporter's
Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
determine Shipper's pro rata portion under Section 14. 1 (c) of this
Agreement.
(2) Transporter will accept Shipper's gas at the inlet side of Transporter's
meter.
(3) Pipeline connection to be mutually determined sometime after the Kern
River in-service date. All connection and related costs including tap,
side valve and meter are to be paid by the Shipper. Prior to in-service
of Receipt Point 4 the Shipper can nominate on as available firm service
basis up to an additional 20 MMCF per day at Receipt Point 3, subject to
Note (1).
(4) The Maximum Receipt Pressures shall be based upon the maximum delivery
pressure requirements, if any, under the various interconnect agreements
between the transporter and upstream transporters at Receipt Points 2, 3
and 4 and the plant operator at Receipt Point 1.
TBD To be determined.
Initial for ID Purposes
Transporter____________
Shipper ____________
THIRD AMENDED
EXHIBIT "B"
of the Transportation Agreement
between
KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
and UNION PACIFIC FUELS, INC. (Shipper)
Date: December 15, 1989
DELIVERY POINTS
Maximum Maximum Delivery
Delivery Volume
Transporter's Pressure MCF Per Day
Description Meter Number p.s.i.g. (Note 2)
- ----------- ------------- -------- -----------
1. Interconnection of Transporter's 2-5011 TBD 75,000
System and Southern California
Gas Company at SoCal Gas line 225
Wheeler Ridge
2. China Grade 2-5006 450 15,600
3. Boron 2-5002 650 11,000
4. Coolwater Station 2-5001 775 Note 1
5. Apex 2-4002 450 Note 1
6. Kern Front 2-5010 400 Note 3
7. S. Midway 2-5012 400 Note 3
8. McKittrick 2-5019 400 Note 3
TBD - To be determined.
Notes:
(1) Delivery Points 4 and 5 can be utilized only to the extent capacity
is available at those points. To the extent Shipper reduces deliveries to
Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
make pursuant to Section 15.3 of the Agreement a corresponding delivery
at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
1, provided however, the total volume at Delivery Points 4 and 5 shall
not exceed 40,000 MCF per day. Any future FERC filings relating to the
establishment of alternate delivery points for all firm shippers shall
not alter the rights of Shipper under Section 15.3 provided however, to
the extent Transporter makes such FERC filings Shipper's rights at
Delivery Points 4 and 5 shall be equal to the rights given to all firm
shippers at such alternate points.
(2) The Maximum Delivery Volume for all Delivery Points in the aggregate
shall not exceed 110.6 MMCF per day. The aggregate actual delivery
volumes shall not exceed the Shipper's MDQ.
(3) The Shipper's utilization of 9,000 MCF per day between Delivery Points
6, 7, and 8 is subject to the availability of firm capacity at such
points.
Initial for ID Purposes
Transporter ___________
Shipper ___________
EFFECTIVE OCTOBER 1, 1992
FOURTH AMENDED
EXHIBIT "A"
of the Transportation Agreement
between
KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
and UNION PACIFIC FUELS, INC. (Shipper)
Date: December 15, 1989
RECEIPT POINTS
Maximum
Receipt
Transporter's Pressure Maximum
Description Meter Number p.s.i.g Receipt Volumes
(Note 1) (Note 2) (Note 4) Mcf Per Day
- ----------- ------------- -------- -----------
Upstream of Muddy Creek:
1. Opal Gas Plant 1-4001 TBD 35,000
2. Colorado Interstate Gas (CIG) 1-4008 TBD 20,000
3. Northwest Pipeline 1-4002 TBD 30,000
4. Overland Trail Transmission TBD TBD 15,000
(Note 3)
Downstream of Muddy Creek:
5. Painter NGL/NRU 1-4005 900 10,000
6. Anschutz Ranch East 1-4006 1,050 10,000
7. Whitney Canyon/
Canyon Creek Compression 1-4004 900 20,000
------
8. Questar Pipeline 1-4007 1,212 40,000
------
Notes:
(1) During periods of time when Transporter's other firm shippers are
nominating and utilizing their full allocated portion of their MDQ for
all Receipt Points on the upstream side of the Transporter's Muddy Creek
Compressor and such volumes exceed the Muddy Creek Compressor's capacity
from time to time, Shipper's total Firm Service rights for capacity at
Receipt Points upstream of Transporter's Muddy Creek Compressor under
this Agreement with Transporter shall be limited to 50 MMCFD for such
combined Receipt Points. During periods of time when Transporter's firm
shippers are not nominating and utilizing their full allocated portion of
their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
upon three (3) business days notice pursuant to Section 15.1, the maximum
receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest
Pipeline Receipt Point(s), and any other new Receipt Points upstream of
Muddy Creek which Shipper requests Transporter to install in accordance
with Section 6.1.1. Receipt Points 5. through 8. are to be located
downstream of the Kern River's Muddy Creek Compressor Station. In the
event of a curtailment of Firm Service on the inlet side of Transporter's
Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
determine Shipper's pro rata portion under Section 14.1 (c) of this
Agreement.
(2) Transporter will accept Shipper's gas at the inlet side of Transporter's
meter.
(3) Pipeline connection to be mutually determined sometime after the Kern
River in-service date. All connection and related costs including tap
side valve and meter are to be paid by the Shipper. Prior to in-service
of Receipt Point 4 the Shipper can nominate on as available firm service
basis up to an additional 20 MMCF per day at Receipt Point 3, subject to
Note (1).
(4) The Maximum Receipt Pressures shall be based upon the maximum delivery
pressure requirements, if any, under the various interconnect agreements
between the transporter and upstream transporters at Receipt Points 2, 3,
and 4 and the plant operator at Receipt Point 1.
TBD To be determined.
Initial for ID Purposes
Transporter ___________
Shipper ___________
EFFECTIVE OCTOBER 1, 1992
FOURTH AMENDED
EXHIBIT "B"
of the Transportation Agreement
between
KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
and UNION PACIFIC FUELS, INC. (Shipper)
Date: December 15, 1989
DELIVERY POINTS
Maximum Maximum Delivery
Delivery Volume
Transporter's Pressure MCF Per Day
Description Meter Number p.s.i.g. (Note 2)
- ----------- ------------- -------- -----------
1. Interconnection of Transporter's 2-5011 TBD 75,000
System and Southern California
Gas Company at SoCal Gas line 225
WheelerRidge
2. China Grade 2-5006 450 15,600
3. Boron 2-5002 650 11,000
4. Coolwater Station 2-5001 775 Note 1
5. Apex 2-4002 450 Note 1
6. Kern Front 2-5010 400 Note 3
7. S. Midway 2-5012 400 Note 3
8. McKittrick 2-5019 400 Note 3
TBD - To be determined.
Notes:
(1) Delivery Points 4 and 5 can be utilized only to the extent capacity is
available at those points. To the extent Shipper reduces deliveries to
Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
make pursuant to Section 15.3 of the Agreement a corresponding delivery
at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
1, provided however, the total volume at Delivery Points 4 and 5 shall
not exceed 40,000 MCF per day. Any future FERC filings relating to the
establishment of alternate delivery points for all firm shippers shall
not alter the right of Shipper under Section 15.3 provided however, to
the extent Transporter makes such FERC filings Shipper's rights at
Delivery Points 4 and 5 shall be equal to the rights given to all firm
shippers at such alternate points.
(2) The Maximum Delivery Volume for all Delivery Points in the aggregate
shall not exceed 110.6 MMCF per day. The aggregate actual delivery
volumes shall not exceed the Shipper's MDQ.
(3) The Shipper's utilization of 9,000 MCF per day between Delivery Points 6,
7, and 8 is subject to the availability of firm capacity at such points.
Initial for ID Purposes
Transporter ___________
Shipper ___________
EFFECTIVE NOVEMBER 1, 1992
FIFTH AMENDED
EXHIBIT "A"
of the Transportation Agreement
between
KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
and UNION PACIFIC FUELS, INC. (Shipper)
Date: December 15, 1989
RECEIPT POINTS
Maximum
Receipt
Transporter's Pressure Maximum
Description Meter Number p.s.i.g Receipt Volumes
(Note 1) (Note 2) (Note 4) Mcf Per Day
- -------- ------------ -------- -----------
Upstream of Muddy Creek:
1. Opal Gas Plant 1-4001 TBD 35,000
2. Colorado Interstate Gas (CIG) 1-4008 TBD 20,000
3. Northwest Pipeline 1-4002 TBD 30,000
4. Overland Trail Transmission TBD TBD 15,000
(Note 3)
Downstream of Muddy Creek:
5. Painter NGL/NRU 1-4005 900 10,000
6. Anschutz Ranch East 1-4006 1,050 10,000
7. Whitney Canyon/
Canyon Creek Compression 1-4004 900 20,000
8. Questar Pipeline 1-4007 1,212 40,000
Notes:
(1) During periods of time when Transporter's other firm shippers are
nominating and utilizing their full allocated portion of their MDQ for all
Receipt Points on the upstream side of the Transporter's Muddy Creek
Compressor and such volumes exceed the Muddy Creek Compressor's capacity
from time to time, Shipper's total Firm Service rights for capacity at
Receipt Points upstream of Transporter's Muddy Creek Compressor under this
Agreement with Transporter shall be limited to 50 MMCFD for such combined
Receipt Points. During periods of time when Transporter's firm shippers are
not nominating and utilizing their full allocated portion of their MDQ
upstream of Muddy Creek, Shipper shall be entitled to utilize as Firm
Service receipt volumes upstream of Muddy Creek up to a maximum receipt
volumes of 100 MMCFD. Shipper will have the right to reallocate, upon three
(3) business days notice pursuant to Section 15.1, the maximum receipt
volumes upstream of Muddy Creek among the Opal, CIG, Northwest Pipeline
Receipt Point(s), and any other new Receipt Points upstream of Muddy Creek
which Shipper requests Transporter to install in accordance with Section
6.1.1. Receipt Points 5. through 8. are to be located downstream of the
Kern River's Muddy Creek Compressor Station. In the event of a curtailment
of Firm Service on the inlet side of Transporter's Muddy Creek Compressor,
Transporter shall use 50 MMCFD as the base to determine Shipper's pro rata
portion under Section 14.1(c) of this Agreement.
(2) Transporter will accept Shipper's gas at the inlet side of Transporter's
meter.
(3) Pipeline connection to be mutually determined sometime after the Kern River
in-service date. Prior to in-service of Receipt Point 4 the Shipper can
nominate on as available firm service basis up to an additional 20 MMCF per
day at Receipt Point 3, subject to Note (1).
(4) The Maximum Receipt Pressures shall be based upon the maximum delivery
pressure requirements, if any, under the various interconnect agreements
between the transporter and upstream transporters at Receipt Points 2, 3,
and 4 and the plant operator at Receipt Point 1.
TBD To be determined.
Initial for ID Purposes
Transporter ___________
Shipper ___________
EFFECTIVE NOVEMBER 1, 1992
FIFTH AMENDED
EXHIBIT "B"
of the Transportation Agreement
between
KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
and UNION PACIFIC FUELS, INC. (Shipper)
Date: December 15, 1989
DELIVERY POINTS
Maximum Maximum Delivery
Delivery Volume
Transporter's Pressure MCF Per Day
Description Meter Number p.s.i.g (Note 2)
- ----------- ------------ ------- -----------
1. Interconnection of Transporter's 2-5011 TBD 75,000
System and Southern California
Gas Company at SoCal Gas line 225
Wheeler Ridge
2. China Grade 2-5006 450 15,600
3. Boron 2-5002 650 11,000
4. Coolwater Station 2-5001 775 Note 1
5. Apex 2-4002 450 Note 1
6. Kern Front 2-5010 400 Note 3
7. S. Midway 2-5012 400 Note 3
8. McKittrick 2-5019 400 Note 3
TBD - To be determined.
Notes:
(1) Delivery Points 4 and 5 can be utilized only to the extent capacity is
available at those points. To the extent Shipper reduces deliveries to
Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
make pursuant to Section 15.3 of the Agreement a corresponding delivery at
Delivery Points 4 and 5 equal to the reduced volume at Delivery Point 1,
provided however, the total volume at Delivery Points 4 and 5 shall not
exceed 40,000 MCF per day. Any future FERC filings relating to the
establishment of alternate delivery points for all firm shippers shall not
alter the rights of Shipper under Section 15.3 provided however, to the
extent Transporter makes such FERC filings Shipper's rights at Delivery
Points 4 and 5 shall be equal to the rights given to all firm shippers at
such alternate points.
(2) The Maximum Delivery Volume for all Delivery Points in the aggregate shall
not exceed 110.6 MMCF per day. The aggregate actual delivery volumes shall
not exceed the Shipper's MDQ.
(3) The Shipper's utilization of 9,000 MCF per day between Delivery Points 6,
7, and 8 is subject to the availability of firm capacity at such points.
Initial for ID Purposes
Transporter ___________
Shipper ___________
EFFECTIVE DECEMBER 1, 1992
SIXTH AMENDED
EXHIBIT "A"
of the Transportation Agreement
between
KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
and UNION PACIFIC FUELS, INC. (Shipper)
Date: December 15, 1989
RECEIPT POINTS
Maximum
Receipt
Transporter's Pressure Maximum
Description Meter Number p.s.i.g Receipt Volumes
(Note 1) (Note 2) (Note 4) Mcf Per Day
- -------- ------------ -------- -----------
Upstream of Muddy Creek:
1. Opal Gas Plant 1-4001 TBD 35,000
2. Colorado Interstate Gas (CIG) 1-4008 TBD 20,000
3. Northwest Pipeline 1-4002 TBD 30,000
4. Overland Trail Transmission TBD TBD 15,000
(Note 3)
Downstream of Muddy Creek:
5. Painter NGL/NRU 1-4005 900 10,000
6. Anschutz Ranch East (Note 5) 1-4006 1,050 20,000
7. Whitney Canyon/
Canyon Creek Compression 1-4004 900 20,000
8. Questar Pipeline 1-4007 1,212 30,000
Notes:
(1) During periods of time when Transporter's other firm shippers are
nominating and utilizing their full allocated portion of their MDQ for all
Receipt Points on the upstream side of the Transporter's Muddy Creek
Compressor and such volumes exceed the Muddy Creek Compressor's capacity
from time to time, Shipper's total Firm Service rights for capacity at
Receipt Points upstream of Transporter's Muddy Creek Compressor under this
Agreement with Transporter shall be limited to 50 MMCFD for such combined
Receipt Points. During periods of time when Transporter's firm shippers are
not nominating and utilizing their full allocated portion of their MDQ
upstream of Muddy Creek, Shipper shall be entitled to utilize as Firm
Service receipt volumes upstream of Muddy Creek up to a maximum receipt
volumes of 100 MMCFD. Shipper will have the right to reallocate, upon three
(3) business days notice pursuant to Section 15.1, the maximum receipt
volumes upstream of Muddy Creek among the Opal, CIG, Northwest Pipeline
Receipt Point(s), and any other new Receipt Points upstream of Muddy Creek
which Shipper requests Transporter to install in accordance with Section 6.
1. 1. Receipt Points 5. through 8. are to be located downstream of the Kern
River's Muddy Creek Compressor Station. In the event of a curtailment of
Firm Service on the inlet side of Transporter's Muddy Creek Compressor,
Transporter shall use 50 MMCFD as the base to determine Shipper's pro rata
portion under Section 14. 1 (c) of this Agreement.
(2) Transporter will accept Shipper's gas at the inlet side of Transporter's
meter.
(3) Prior to in-service of Receipt Point 4 the Shipper can nominate on as
available firm service basis up to an additional 20 MMCF per day at Receipt
Point 3, subject to Note (1).
(4) The Maximum Receipt Pressures shall be based upon the maximum delivery
pressure requirements, if any, under the various interconnect agreements
between the transporter and upstream transporters at Receipt Points 2, 3,
and 4 and the plant operator at Receipt Point 1.
(5) Transporter may utilize Anschutz receipt point for up to 20 MMcfd, 10 MMcfd
of which will be subject to capacity availability at that point (Alternate
Receipt Point). To the extent that on any given day there is insufficient
capacity at the Alternate Receipt Point to satisfy all requests for
capacity by Shipper and other firm shippers utilizing such point as an
Alternative Receipt Point, then Shipper and such other firm shippers shall
be allocated capacity at the Alternate Receipt Point on a pro rata basis in
proportion to each shipper's respective MDQ. This Alternate Receipt Point
utilization and allocation methodology shah be superseded by any alternate
receipt point tariff provision filed by Transporter and accepted by the
FERC.
TBD To be determined.
Initial for ID Purposes
Transporter ___________
Shipper ___________
EFFECTIVE DECEMBER 1, 1992
SIXTH AMENDED
EXHIBIT "B"
of the Transportation Agreement
between
KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
and UNION PACIFIC FUELS, INC. (Shipper)
Date: December 15, 1989
DELIVERY POINTS
Maximum Maximum Delivery
Delivery Volume
Transporter's Pressure MCF Per Day
Description Meter Number p.s.i.g (Note 2)
- ----------- ------------ ------- -----------
1. Interconnection of Transporter's 2-5011 TBD 75,000
System and Southern California
Gas Company at SoCal Gas line 225
Wheeler Ridge
2. China Grade 2-5006 450 15,600
3. Boron 2-5002 650 0
4. Coolwater Station 2-5001 775 Note 1
5. Apex 2-4002 450 Note 1
6. Chevron 17Z 2-5020 400 11,000
7. Kern Front 2-5010 400 (0)
8. S. Midway 2-5012 400 (0)
9. McKittrick 2-5019 400 (0)
TBD - To be determined.
Notes:
(1) Delivery Points 4 and 5 can be utilized only to the extent capacity is
available at those points. To the extent Shipper reduces deliveries to
Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
make pursuant to Section 15.3 of the Agreement a corresponding delivery at
Delivery Points 4 and 5 equal to the reduced volume at Delivery Point 1,
provided however, the total volume at Delivery Points 4 and 5 shall not
exceed 40,000 MCF per day. Any future FERC filings relating to the
establishment of alternate delivery points for all firm shippers shall not
alter the rights of Shipper under Section 15.3 provided however, to the
extent Transporter makes such FERC filings Shipper's rights at Delivery
Points 4 and 5 shall be equal to the rights given to all firm shippers at
such alternate points.
(2) The Maximum Delivery Volume for all Delivery Points in the aggregate shall
not exceed 110.6 MMCF per day. The aggregate actual delivery volumes shall
not exceed the Shipper's MDQ.
SEVENTH AMENDED EXHIBIT "A"
to the Transportation Agreement
Dated December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective as of January 1, 1993
Shipper's Maximum Daily Quantity: 100,000 Mcf per day
RECEIPT POINTS
Maximum
Receipt
Transporter's Pressure Maximum
Description Meter Number p.s.i.g. Receipt Volumes
(Note 1) (Note 2) (Note4) Mcf Per Day
- ----------- ------------- -------- -----------
Upstream of Muddy Creek:
1. Opal Gas Plant 1-4001 TBD 35,000
2. Colorado Interstate Gas (CIG) 1-4008 TBD 20,000
3. Northwest Pipeline 1-4002 TBD 30,000
4. Overland Trail Transmission TBD TBD 15,000
(Note 3)
Downstream of Muddy Creek:
5. Painter NGL/NRU 1-4005 900 10,000
6. Anschutz Ranch East (Note 5) 1-4006 1,050 10,000
7. Whitney Canyon/
Canyon Creek Compression 1-4004 900 20,000
------
8. Questar Pipeline 1-4007 1,212 30,000
------
Notes:
(1) During periods of time when Transporter's other firm shippers are
nominating and utilizing their full allocated portion of their MDQ for
all Receipt Points on the upstream side of the Transporter's Muddy Creek
Compressor and such volumes exceed the Muddy Creek Compressor's capacity
from time to time, Shipper's total Firm Service rights for capacity at
Receipt Points upstream of Transporter's Muddy Creek Compressor under
this Agreement with Transporter shall be limited to 50 MMCFD for such
combined Receipt Points. During periods of time when Transporter's firm
shippers are not nominating and utilizing their full allocatad portion of
their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
upon three (3) business days notice pursuant to Section 15.1, the maximum
receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest
Pipeline Receipt Point(s), and any other new Receipt Points upstream of
Muddy Creek which Shipper requests Transporter to install in accordance
with Section 6.1.1. Receipt Points 5. through 8. are to be located
downstream of the Kern River's Muddy Creek Compressor Station. In the
event of a curtailment of Firm Service on the inlet side of Transporter's
Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
determine Shipper's pro rata portion under Section 14.1(c) of this
Agreement.
(2) Transporter will accept Shipper's gas at the inlet side of Transporter's
meter.
(3) Pipeline connection to be mutually determined sometime after the Kern
River in-service date. All connection and related costs including tap,
side valve and meter are to be paid by the Shipper. Prior to in-service
of Receipt Point 4 the Shipper can nominate on as available firm service
basis up to an additional 20 MMCF per day at Receipt Point 3, subject to
Note (1).
(4) The Maximum Receipt Pressures shall be based upon the maximum delivery
pressure requirements, if any, under the various interconnect agreements
between the transporter and upstream transporters at Receipt Points 2, 3
and 4 and the plant operator at Receipt Point 1.
(5) Transporter may utilize Anschutz receipt point for up to 20 MMcfd, 10
MMcfd of which will be subject to capacity availability at that point
(Alternate Receipt Point). To the extent that on any given day there is
insufficient capacity at the Alternate Receipt Point to satisfy all
requests for capacity by Shipper and other firm shippers utilizing such
point as an Alternative Receipt Point, then Shipper and such other firm
shippers shall be allocated capacity at the Alternate Receipt Point on
a pro rata basis in proportion to each shipper's respective MDQ. This
Alternate Receipt Point utilization and allocation methodology shall be
superseded by any alternate receipt point tarrif provision filed by
Transporter and accepted by the FERC.
TBD To be determined.
Initialized for Identification Purposes: Transporter________ Shipper_________
SEVENTH AMENDED EXHIBIT "B"
to the Transportation Agreement
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective as of January 1, 1993
Shipper's Maximum Daily Quantity: 100,000 Mcf per day
DELIVERY POINTS
Maximum Maximum Delivery
Delivery Volume
Transporter's Pressure MCF Per Day
Description Meter Number p.s.i.g. (Note 2)
- ----------- ------------- -------- -----------
1. Interconnection of Transporter's 2-5011 TBD 73,000
System and Southern California
Gas Company at SoCal Gas line 225
Wheeler Ridge
2. China Grade 2-5006 450 10,600
3. Boron 2-5002 650 7,000
4. Coolwater Station 2-5001 775 Note 1
5. Apex 2-4002 450 Note 1
6. Chevron 17Z 2-5020 400 -0-
7. Kern Front 2-5010 400 20,000
(Note 3)
7. S. Midway 2-5012 400 (0)
8. McKittrick 2-5019 400 (0)
TBD - To be determined.
Notes:
(1) Delivery Points 4 and 5 can be utilized only to the extent capacity
is available at those points. To the extent Shipper reduces deliveries to
Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
make pursuant to Section 15.3 of the Agreement a corresponding delivery
at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
1, provided however, the total volume at Delivery Points 4 and 5 shall
not exceed 40,000 MCF per day. Any future FERC filings relating to the
establishment of alternate delivery points for all firm shippers shall
not alter the rights of Shipper under Section 15.3 provided however, to
the extent Transporter makes such FERC filings Shipper's rights at
Delivery Points 4 and 5 shall be equal to the rights given to all firm
shippers at such alternate points.
(2) The Maximum Delivery Volume for all Delivery Points in the aggregate
shall not exceed 110.6 MMCF per day. The aggregate actual delivery
volumes shall not exceed the Shipper's MDQ.
(3) The Shipper's utilization of 20,000 Mcf per day between Delivery Point 7
is subject to the availability of firm capacity at such point.
Initialized for Identification Purposes: Transporter________ Shipper_________
EIGHTH AMENDED EXHIBIT
of the Transportation Agreement
Dated December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective from February 1, 1993 - February 28, 1993
Shipper's Maximum Daily Quantity; 100,000 Mcf per day
RECEIPT POINTS
Maximum
Receipt
Transporter's Pressure Maximum
Description Meter Number p.s.i.g. Receipt Volumes
(Note 1) (Note 2) (Note 4) Mcf Per Day
- ----------- ------------- -------- -----------
Upstream of Muddy Creek:
1. Opal Gas Plant 1-4001 TBD 35,000
2. Colorado Interstate Gas (CIG) 1-4008 TBD 20,000
3. Northwest Pipeline 1-4002 TBD 15,000
4. Overland Trail Transmission TBD TBD 30,000
(Note 3)
Downstream of Muddy Creek:
5. Painter NGL/NRU 1-4005 900 10,000
6. Anschutz Ranch East (Note 5) 1-4006 1,050 28,000
7. Whitney Canyon/
Canyon Creek Compression 1-4004 900 16,300
------
8. Questar Pipeline 1-4007 1,212 25,700
------
Notes:
(1) During periods of time when Transporter's other firm shippers are
nominating and utilizing their full allocated portion of their MDQ for
all Receipt Points on the upstream side of the Transporter's Muddy Creek
Compressor and such volumes exceed the Muddy Creek Compressor's capacity
from time to time, Shipper's total Firm Service rights for capacity at
Receipt Points upstream of Transporter's Muddy Creek Compressor under
this Agreement with Transporter shall be limited to 50 MMCFD for such
combined Receipt Points. During periods of time when Transporter's firm
shippers are not nominating and utilizing their full allocatad portion of
their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
upon three (3) business days notice pursuant to Section 15.1, the maximum
receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest
Pipeline Receipt Point(s), and any other new Receipt Points upstream of
Muddy Creek which Shipper requests Transporter to install in accordance
with Section 6.1.1. Receipt Points 5. through 8. are to be located
downstream of the Kern River's Muddy Creek Compressor Station. In the
event of a curtailment of Firm Service on the inlet side of Transporter's
Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
determine Shipper's pro rata portion under Section 14.1(c) of this
Agreement.
(2) Transporter will accept Shipper's gas at the inlet side of Transporter's
meter.
(3) Prior to in-service of Receipt Point 4 the Shipper can nominate on as
available firm service basis up to an additional 20 MMCF per day at
Receipt Point 3, subject to Note (1).
(4) The Maximum Receipt Pressures shall be based upon the maximum delivery
pressure requirements, if any, under the various interconnect agreements
between the transporter and upstream transporters at Receipt Points 2, 3
and 4 and the plant operator at Receipt Point 1.
(5) Transporter may utilize Anschutz receipt point for up to 28 MMcfD, 18
MMcfd of which will be subject to capacity availability at that point
(Alternate Receipt Point). To the extent that on any given day there is
insufficient capacity at the Alternate Receipt Point to satisfy all
requests for capacity by Shipper and other firm shippers utilizing such
point as an Alternative Receipt Point, then Shipper and such other firm
shippers shall be allocated capacity at the Alternate Receipt Point on a
pro rata basis in proportion to each shipper's respective MDQ. This
alternate receipt point tariff provision filed by Transporter and
and accepted by the FERC.
TBD To be determined.
Initialed for Identification Purposes: Transporter_________ Shipper________
EIGHTH AMENDED EXHIBIT
of the Transportation Agreement
Dated December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective from February 1, 1993 - February 28, 1993
Shipper's Maximum Daily Quantity: 100,000 Mcf per day
DELIVERY POINTS
Maximum Maximum Delivery
Delivery Volume
Transporter's Pressure MCF Per Day
Description Meter Number p.s.i.g. (Note 2)
- ----------- ------------- -------- -----------
1. Interconnection of Transporter's 2-5011 TBD 68,000
System and Southern California
Gas Company at SoCal Gas line 225
Wheeler Ridge
2. China Grade 2-5006 450 10,600
3. Boron 2-5002 650 6,000
4. Coolwater Station 2-5001 775 Note 1
5. Apex 2-4002 450 Note 1
6. Chevron 17Z 2-5020 400 (0)
7. Kern Front 2-5010 400 (Note 3)
8. S. Midway 2-5012 400 (Note 3)
9. McKittrick 2-5019 400 (Note 3)
10. Kern River Station 2-5005 400 6,000
TBD - To be determined.
Notes:
(1) Delivery Points 4 and 5 can be utilized only to the extent capacity
is available at those points. To the extent Shipper reduces deliveries to
Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
make pursuant to Section 15.3 of the Agreement a corresponding delivery
at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
1, provided however, the total volume at Delivery Points 4 and 5 shall
not exceed 40,000 MCF per day. Any future FERC filings relating to the
establishment of alternate delivery points for all firm shippers shall
not alter the rights of Shipper under Section 15.3 provided however, to
the extent Transporter makes such FERC filings Shipper's rights at
Delivery Points 4 and 5 shall be equal to the rights given to all firm
shippers at such alternate points.
(2) The Maximum Delivery Volume for all Delivery Points in the aggregate
shall not exceed 110.6 MMCF per day. The aggregate actual delivery
volumes shall not exceed the Shipper's MDQ.
(3) The Shipper's utilization of 9,000 MCF per day between Delivery Points 6,
7, and 8 is subject to the availability of firm capacity at such point.
Initialed for Identification Purposes: Transporter_________ Shipper_________
NINTH AMENDED EXHIBIT A
to the Transportation Agreement
Dated December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective from March 1, 1993
Shipper's Maximum Daily Quantity; 100,000 Mcf per day
RECEIPT POINTS
Maximum
Receipt
Transporter's Pressure Maximum
Description Meter Number p.s.i.g. Receipt Volumes
(Note 1) (Note 2) (Note 4) Mcf Per Day
- ----------- ------------- -------- -----------
Upstream of Muddy Creek:
1. Opal Gas Plant 1-4001 TBD 35,000
2. Colorado Interstate Gas (CIG) 1-4008 TBD 20,000
3. Northwest Pipeline 1-4002 TBD 15,000
------
4. Overland Trail Transmission (Note 3) TBD TBD 30,000
------
Downstream of Muddy Creek:
5. Painter NGL/NRU 1-4005 900 10,000
6. Anschutz Ranch East (Note 5) 1-4006 1,050 28,000
7. Whitney Canyon/
Canyon Creek Compression 1-4004 900 16,300
------
8. Questar Pipeline 1-4007 1,212 25,700
------
Notes:
(1) During periods of time when Transporter's other firm shippers are
nominating and utilizing their full allocated portion of their MDQ for
all Receipt Points on the upstream side of the Transporter's Muddy Creek
Compressor and such volumes exceed the Muddy Creek Compressor's capacity
from time to time, Shipper's total Firm Service rights for capacity at
Receipt Points upstream of Transporter's Muddy Creek Compressor under
this Agreement with Transporter shall be limited to 50 MMCFD for such
combined Receipt Points. During periods of time when Transporter's firm
shippers are not nominating and utilizing their full allocated portion of
their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
upon three (3) business days notice pursuant to Section 15.1, the maximum
receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest
Pipeline Receipt Point(s), and any other new Receipt Points upstream of
Muddy Creek which Shipper requests Transporter to install in accordance
with Section 6.1.1. Receipt Points 5. through 8. are to be located
downstream of the Kern River's Muddy Creek Compressor Station. In the
event of a curtailment of Firm Service on the inlet side of Transporter's
Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
determine Shipper's pro rata portion under Section 14.1(c) of this
Agreement.
(2) Transporter will accept Shipper's gas at the inlet side of Transporter's
meter.
(3) Prior to in-service of Receipt Point 4 the Shipper can nominate on as
available firm service basis up to an additional 20 MMCF per day at
Receipt Point 3, subject to Note (1).
(4) The Maximum Receipt Pressures shall be based upon the maximum delivery
pressure requirements, if any, under the various interconnect agreements
between the transporter and upstream transporters at Receipt Points 2, 3
and 4 and the plant operator at Receipt Point 1.
(5) Transporter may utilize Anschutz receipt point for up to 28 MMcfD, 18
MMcfd of which will be subject to capacity availability at that point
(Alternate Receipt Point). To the extent that on any given day there is
insufficient capacity at the Alternate Receipt Point to satisfy all
requests for capacity by Shipper and other firm shippers utilizing such
point as an Alternative Receipt Point, then Shipper and such other firm
shippers shall be allocated capacity at the Alternate Receipt Point on a
pro rata basis in proportion to each shipper's respective MDQ. This
Alternate Receipt Point utilization and allocation methodology shall be
superseded by any alternate receipt point tariff provision filed by
Transporter and accepted by the FERC.
TBD To be determined.
Initialed for Identification Purposes: Transporter_________ Shipper________
NINTH AMENDED EXHIBIT B
to the Transportation Agreement
Dated December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective from March 1, 1993
Shipper's Maximum Daily Quantity: 100,000 Mcf per day
DELIVERY POINTS
Maximum Maximum Delivery
Delivery Volume
Transporter's Pressure MCF Per Day
Description Meter Number p.s.i.g. (Note 2)
- ----------- ------------- -------- -----------
1. Interconnection of Transporter's 2-5011 TBD 84,000
System and Southern California
Gas Company at SoCal Gas line 225
Wheeler Ridge
2. China Grade 2-5006 450 15,600
3. Boron 2-5002 650 11,000
4. Coolwater Station 2-5001 775 Note 1
5. Apex 2-4002 450 Note 1
6. Chevron 17Z 2-5020 400 (0)
7. Kern Front 2-5010 400 (Note 3)
8. S. Midway 2-5012 400 (Note 3)
9. McKittrick 2-5019 400 (Note 3)
10. Kern River Station 2-5005 400 (0)
TBD - To be determined.
Notes:
(1) Delivery Points 4 and 5 can be utilized only to the extent capacity
is available at those points. To the extent Shipper reduces deliveries to
Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
make pursuant to Section 15.3 of the Agreement a corresponding delivery
at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
1, provided however, the total volume at Delivery Points 4 and 5 shall
not exceed 40,000 MCF per day. Any future FERC filings relating to the
establishment of alternate delivery points for all firm shippers shall
not alter the rights of Shipper under Section 15.3 provided however, to
the extent Transporter makes such FERC filings Shipper's rights at
Delivery Points 4 and 5 shall be equal to the rights given to all firm
shippers at such alternate points.
(2) The Maximum Delivery Volume for all Delivery Points in the aggregate
shall not exceed 110.6 MMCF per day. The aggregate actual delivery
volumes shall not exceed the Shipper's MDQ.
(3) Shipper's utilization of 20,000 Mcf per day between Delivery Points 7
8, and 9 is subject to the availability of firm capacity at such point.
Initialed for Identification Purposes: Transporter_________ Shipper_________
TENTH AMENDED EXHIBIT
to the Transportation Agreement
Dated December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective April 1, 1993
Shipper's Maximum Daily Quantity: 100,000 Mcf per day
DELIVERY POINTS
Maximum
Maximum Delivery
Delivery Volume MCF
Transporter's Pressure Per Day
Description Meter Number p.s.i.g. (Note 2)
- ----------- ------------- -------- ----------
1. Interconnection of Transporter's 2-5001 TBD 84,000
System and Southern California
Gas Company at SoCal Gas line 225
Wheeler Ridge (See Note 4 below)
2. China Grade 2-5006 450 15,600
3. Boron 2-5002 650 11,000
4. Coolwater Station 2-5001 775 Note 1
5. Apex 2-4002 450 Note 1
6. Chevron 17Z 2-5020 400 (0)
7. Kern Front 2-5010 400 (Note 3)
8. S. Midway 2-5012 400 (Note 3)
9. McKittrick 2-5019 400 (Note 3)
10. Kern River Station 2-5005 400 (0)
TBD - To be determined.
Initialed for Identification Purposes: Transporter_________ Shipper_________
Notes:
(1) Delivery Points 4 and 5 can be utilized only to the extent capacity
is available at those points. To the extent Shipper reduces deliveries to
Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
make pursuant to Section 15.3 of the Agreement a corresponding delivery
at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
1, provided however, the total volume at Delivery Points 4 and 5 shall
not exceed 40,000 MCF per day. Any future FERC filings relating to the
establishment of alternate delivery points for all firm shippers shall
not alter the rights of Shipper under Section 15.3 provided however, to
the extent Transporter makes such FERC filings Shipper's rights at
Delivery Points 4 and 5 shall be equal to the rights given to all firm
shippers at such alternate points.
(2) The Maximum Delivery Volume for all Delivery Points in the aggregate
shall not exceed 110.6 MMCF per day. The aggregate actual delivery
volumes shall not exceed the Shipper's MDQ.
(3) Shipper's utilization of 20,000 Mcf per day at Delivery Points 7, 8,
and 9 is subject to the availability of firm capacity at such point.
(4) Shipper shall be entitled to deliver up to an aggregate of 84,000
Mcf/day to the Wheeler Ridge and PG&E delivery points for the period of
time during which SoCal's Line 225 is out of service due to hydrostatic
testing, commencing approximately April 1, 1993 and continuing for
approximately 6-8 weeks (the "Line 225 Outage Period"). During the Line
225 Outage Period, Transporter shall utilize its best efforts to deliver
to the PG&E delivery point, subject to capacity availability, all of
Shipper's volumes nominated to the Wheeler Ridge delivery point which are
confirmed for delivery to the PG&E delivery point (the "Alternate
Volumes"). Volumes nominated by firm shippers directly to the PG&E
delivery point ("Primary Volumes") shall have scheduling and curtailment
priority over Alternate Volumes. Alternate Volumes shall have scheduling
and curtailment priority over volumes delivered to the PG&E delivery
point for shippers under Kern River Rate Schedule KRI-1. If
sufficient capacity does not exist at the PG&E delivery point to allow
delivery of all volumes nominated by firm shippers to the Wheeler Ridge
delivery point which are confirmed for delivery to the PG&E delivery
point ("Aggregate Alternative Volumes"), or if Kern River cannot
accurately measure all of the Aggregate Alternate Volumes, then available
capacity shall be allocated for the Aggregate Alternate Volumes on a pro
rata basis according to each shipper's respective maximum daily delivery
entitlement at Wheeler Ridge. Shipper understands and agrees that
Transporter is only obligated to utilize its best efforts to deliver
Alternate Volumes to the PG&E delivery point. Accordingly, Transporter
shall not be liable to Shipper or to any third parties in any manner
whatsoever in the event of nondelivery of any Alternate Volumes to the
PG&E delivery point. Upon expiration of the Line 225 Outage Period,
Shipper shall no longer be entitled to delivery Alternate Volumes to the
PG&E delivery point. This alternate delivery point provision will be
suspended by an applicable alternate delivery point provision in
Transporter's FERC Gas Tariff which may become effective during the
Line 225 Outage Period.
TENTH AMENDED EXHIBIT "A"
to the Transportation Agreement
Dated December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective May 1, 1993
Shipper's Maximum Daily Quantity: 100,000 Mcf per day
RECEIPT POINTS
Maximum
Receipt
Transporter's Pressure Maximum
Description Meter Number p.s.i.g. Receipt Volumes
(Note 1) (Note 2) (Note 4) Mcf Per Day
- ----------- ------------- -------- -----------
Upstream of Muddy Creek:
1. Opal Gas Plant 1-4001 TBD 35,000
2. Colorado Interstate Gas (CIG) 1-4008 TBD 10,000
3. Northwest Pipeline 1-4002 TBD 15,000
------
4. Overland Trail Transmission (Note 3) TBD TBD 40,000
------
Downstream of Muddy Creek:
5. Painter NGL/NRU 1-4005 900 10,000
6. Anschutz Ranch East 1-4006 1,050 28,000
7. Whitney Canyon/
Canyon Creek Compression 1-4004 900 16,300
------
8. Questar Pipeline 1-4007 1,212 25,700
------
Notes:
(1) During periods of time when Transporter's other firm shippers are
nominating and utilizing their full allocated portion of their MDQ for
all Receipt Points on the upstream side of the Transporter's Muddy Creek
Compressor and such volumes exceed the Muddy Creek Compressor's capacity
from time to time, Shipper's total Firm Service rights for capacity at
Receipt Points upstream of Transporter's Muddy Creek Compressor under
this Agreement with Transporter shall be limited to 50 MMCFD for such
combined Receipt Points. During periods of time when Transporter's firm
shippers are not nominating and utilizing their full allocated portion of
their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
upon three (3) business days notice pursuant to Section 15.1, the maximum
receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest
Pipeline Receipt Point(s), and any other new Receipt Points upstream of
Muddy Creek which Shipper requests Transporter to install in accordance
with Section 6.1.1. Receipt Points 5. through 8. are to be located
downstream of the Kern River's Muddy Creek Compressor Station. In the
event of a curtailment of Firm Service on the inlet side of Transporter's
Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
determine Shipper's pro rata portion under Section 14.1(c) of this
Agreement.
(2) Transporter will accept Shipper's gas at the inlet side of Transporter's
meter.
(3) Prior to in-service of Receipt Point 4 the Shipper can nominate on as
available firm service basis up to an additional 20 MMCF per day
at Receipt Point 3, subject to Note (1).
(4) The Maximum Receipt Pressures shall be based upon the maximum delivery
pressure requirements, if any, under the various interconnect agreements
between the transporter and upstream transporters at Receipt Points 2, 3
and 4 and the plant operator at Receipt Point 1.
(5) Transporter may utilize Anschutz receipt point for up to 28 MMcfd,
18 MMcfd of which will will be subject to capacity availability at that
point (Alternate Receipt Point). To the extent that on any given day
there is insufficient capacity at the Alternate Receipt Point to satisfy
all requests for capacity by Shipper and other firm shippers utilizing
such point as an Alternative Receipt Point, then Shipper and such other
firm shippers shall be allocated capacity at the Alternate Receipt Point
on a pro rata basis in proportion to each shipper's respective MDQ. This
Alternate Receipt Point utilization and allocation methodology shall be
superseded by an alternate receipt point tariff provision filed by
Transporter and accepted by the FERC.
TBD To be determined.
Initialed for Identification Purposes: Transporter________ Shipper_________
ELEVENTH AMENDED EXHIBIT "B"
to the Transportation Agreement
Dated December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective June 21, 1993
Shipper's Maximum Daily Quantity: 100,000 Mcf per day
DELIVERY POINTS
Maximum Maximum Delivery
Delivery Volume
Transporter's Pressure MCF Per Day
Description Meter Number p.s.i.g. (Note 2)
- ----------- ------------- -------- -----------
1. Interconnection of Transporter's 2-5011 TBD 79,000
System and Southern California
Gas Company at SoCal Gas line 225
Wheeler Ridge
2. China Grade 2-5006 450 15,600
3. Boron 2-5002 650 11,000
4. Coolwater Station 2-5001 775 Note 1
5. Apex 2-4002 450 Note 1
6. Chevron 17Z 2-5020 400 (0)
7. Kern Front 2-5010 400 (Note 3)
8. S. Midway 2-5012 400 (Note 3)
9. McKittrick 2-5012 400 (Note 3)
10. Kern River Station 2-5005 400 (0)
11. Crocker Springs (Note 4) 2-5018 400 5,000
TBD - To be determined.
Notes:
(1) Delivery Points 4 and 5 can be utilized only to the extent capacity
is available at those points. To the extent Shipper reduces deliveries to
Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
make pursuant to Section 15.3 of the Agreement a corresponding delivery
at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
1, provided however, the total volume at Delivery Points 4 and 5 shall
not exceed 40,000 MCF per day. Any future FERC filings relating to the
establishment of alternate delivery points for all firm shippers shall
not alter the rights of Shipper under Section 15.3 provided however, to
the extent Transporter makes such FERC filings Shipper's rights at
Delivery Points 4 and 5 shall be equal to the rights given to all firm
shippers at such alternate points.
(2) The Maximum Delivery Volume for all Delivery Points in the aggregate
shall not exceed 110.6 MMCF per day. The aggregate actual delivery
volumes shall not exceed the Shipper's MDQ.
(3) Shipper's utilization of 20,000 Mcf per day at Delivery Points 7, 8,
and 9 is subject to the availability of firm capacity at such points.
(4) Shipper's utilization of 5,000 Mcf per day at Delivery Point 11 is
subject to the availability of firm capacity in the lateral to such
point.
Initialed for Identification Purposes: Transporter________ Shipper_________
TWELFTH AMENDED EXHIBIT "A"
to the Transportation Agreement
Dated December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective May 23, 1994
Shipper's Maximum Daily Quantity: 75,000 Mcf per day
RECEIPT POINTS
Maximum
Receipt
Transporter's Pressure Maximum
Description Meter Number p.s.i.g. Receipt Volumes
(Note 1) (Note 2) (Note 3) Mcf Per Day
- ----------- ------------- -------- -----------
Upstream of Muddy Creek:
1. Opal Gas Plant 1-4001 TBD 37,500
2. Colorado Interstate Gas (CIG) 1-4008 TBD 2,500
3. Northwest Pipeline 1-4002 TBD 2,500
4. Overland Trail Transmission 1-4009 TBD 32,500
Downstream of Muddy Creek:
5. Painter NGL/NRU 1-4005 900 2,500
6. Anschutz Ranch East 1-4006 1,050 7,500
7. Whitney Canyon/
Canyon Creek Compression 1-4004 900 27,500
------
Notes:
(1) During periods of time when Transporter's other firm shippers are
nominating and utilizing their full allocated portion of their MDQ for
all Receipt Points on the upstream side of the Transporter's Muddy Creek
Compressor and such volumes exceed the Muddy Creek Compressor's capacity
from time to time, Shipper's total Firm Service rights for capacity at
Receipt Points upstream of Transporter's Muddy Creek Compressor under
this Agreement with Transporter shall be limited to 37.5 MMCFD for such
combined Receipt Points. During periods of time when Transporter's firm
shippers are not nominating and utilizing their full allocated portion of
their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
receipt volumes of 75 MMCFD. Shipper will have the right to reallocate,
upon three (3) business days notice pursuant to Section 15.1, the maximum
receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest
Pipeline Receipt Point(s), and any other new Receipt Points upstream of
Muddy Creek which Shipper requests Transporter to install in accordance
with Section 6.1.1. In the event of a curtailment of Firm Service on the
inlet side of Transporter's Muddy Creek Compressor, Transporter shall use
37.5 MMCFD as the base to determine Shipper's pro rata portion under
Section 14.1(c) of this Agreement.
(2) Transporter will accept Shipper's gas at the inlet side of Transporter's
meter.
(3) The Maximum Receipt Pressures shall be based upon the maximum delivery
pressure requirements, if any, under the various interconnect agreements
between the transporter and upstream transporters at Receipt Points 2, 3
and 4 and the plant operator at Receipt Point 1.
TBD To be determined.
Initialed for Identification Purposes: Transporter__________ Shipper__________
TWELFTH AMENDED EXHIBIT "B"
to the Transportation Agreement
Dated December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective July 1, 1993
Shipper's Maximum Daily Quantity: 100,000 Mcf per day
DELIVERY POINTS
Maximum Maximum Delivery
Delivery Volume
Transporter's Pressure MCF Per Day
Description Meter Number p.s.i.g. (Note 2)
- ----------- ------------- -------- -----------
1. Interconnection of Transporter's 2-5011 TBD 84,000
System and Southern California
Gas Company at SoCal Gas line 225
Wheeler Ridge
2. China Grade 2-5006 450 15,600
3. Boron 2-5002 650 11,000
4. Coolwater Station 2-5001 775 Note 1
5. Apex 2-4002 450 Note 1
6. Chevron 17Z 2-5020 400 (0)
7. Kern Front 2-5010 400 (Note 3)
8. S. Midway 2-5012 400 (Note 3)
9. McKittrick 2-5019 400 (Note 3)
10. Kern River Station 2-5005 400 (0)
11. Crocker Springs 2-5018 400 (0)
TBD - To be determined.
Notes:
(1) Delivery Points 4 and 5 can be utilized only to the extent capacity
is available at those points. To the extent Shipper reduces deliveries to
Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
make pursuant to Section 15.3 of the Agreement a corresponding delivery
at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
1, provided however, the total volume at Delivery Points 4 and 5 shall
not exceed 40,000 MCF per day. Any future FERC filings relating to the
establishment of alternate delivery points for all firm shippers shall
not alter the rights of Shipper under Section 15.3 provided however, to
the extent Transporter makes such FERC filings Shipper's rights at
Delivery Points 4 and 5 shall be equal to the rights given to all firm
shippers at such alternate points.
(2) The Maximum Delivery Volume for all Delivery Points in the aggregate
shall not exceed 110.6 MMCF per day. The aggregate actual delivery
volumes shall not exceed the Shipper's MDQ.
(3) Shipper's utilization of 20,000 MCF per day between Delivery Points 7,
8, and 9 is subject to the availability of firm capacity at such point.
Initialed for Identification Purposes: Transporter_________ Shipper_________
TWELFTH AMENDED EXHIBIT "B"
to the Transportation Agreement
Dated December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective July 7, 1993
Shipper's Maximum Daily Quantity: 100,000 Mcf per day
DELIVERY POINTS
Maximum Maximum Delivery
Delivery Volume
Transporter's Pressure MCF Per Day
Description Meter Number p.s.i.g. (Note 2)
- ----------- ------------- -------- -----------
1. Interconnection of Transporter's 2-5011 TBD 84,000
System and Southern California
Gas Company at SoCal Gas line 225
Wheeler Ridge
2. China Grade 2-5006 450 15,600
3. Boron 2-5002 650 11,000
4. Coolwater Station 2-5001 775 Note 1
5. Apex 2-4002 450 Note 1
6. Chevron 17Z 2-5020 400 (0)
7. Kern Front 2-5010 400 (Note 3)
8. S. Midway 2-5012 400 (Note 3)
9. McKittrick 2-5019 400 (Note 3)
10. Kern River Station 2-5005 400 (0)
11. Crocker Springs 2-5018 400 (0)
TBD - To be determined.
Notes:
(1) Delivery Points 4 and 5 can be utilized only to the extent capacity
is available at those points. To the extent Shipper reduces deliveries to
Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
make pursuant to Section 15.3 of the Agreement a corresponding delivery
at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
1, provided however, the total volume at Delivery Points 4 and 5 shall
not exceed 40,000 MCF per day. Any future FERC filings relating to the
establishment of alternate delivery points for all firm shippers shall
not alter the rights of Shipper under Section 15.3 provided however, to
the extent Transporter makes such FERC filings Shipper's rights at
Delivery Points 4 and 5 shall be equal to the rights given to all firm
shippers at such alternate points.
(2) The Maximum Delivery Volume for all Delivery Points in the aggregate
shall not exceed 110.6 MMCF per day. The aggregate actual delivery
volumes shall not exceed the Shipper's MDQ.
(3) Shipper's utilization of 20,000 MCF per day between Delivery Points 7,
8, and 9 is subject to the availability of firm capacity at such point.
Initialed for Identification Purposes: Transporter_________ Shipper_________
ELEVENTH AMENDED EXHIBIT "A"
to the Transportation Agreement
Dated December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective July 16, 1993
Shipper's Maximum Daily Quantity: 100,000 Mcf per day
RECEIPT POINTS
--------------
Maximum
Receipt
Transporter's Pressure Maximum
Description Meter Number p.s.i.g. Receipt Volumes
(Note 1) (Note 2) (Note 4) Mcf Per Day
- ----------- ------------- -------- -----------
Upstream of Muddy Creek:
1. Opal Gas Plant 1-4001 TBD 35,000
2. Colorado Interstate Gas (CIG) 1-4008 TBD 2,500
3. Northwest Pipeline 1-4002 TBD 15,000
------
4. Overland Trail Transmission TBD TBD 47,500
(Note 3) ------
Downstream of Muddy Creek:
5. Painter NGL/NRU 1-4005 900 10,000
6. Anschutz Ranch East (Note 5) 1-4006 1,050 28,000
7. Whitney Canyon/
Canyon Creek Compression 1-4004 900 16,300
------
8. Questar Pipeline 1-4007 1,212 25,700
------
Notes:
(1) During periods of time when Transporter's other firm shippers are
nominating and utilizing their full allocated portion of their MDQ for
all Receipt Points on the upstream side of the Transporter's Muddy Creek
Compressor and such volumes exceed the Muddy Creek Compressor's capacity
from time to time, Shipper's total Firm Service rights for capacity at
Receipt Points upstream of Transporter's Muddy Creek Compressor under
this Agreement with Transporter shall be limited to 50 MMCFD for such
combined Receipt Points. During periods of time when Transporter's firm
shippers are not nominating and utilizing their full allocated portion of
their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
upon three (3) business days notice pursuant to Section 15.1, the maximum
receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest
Pipeline Receipt Point(s), and any other new Receipt Points upstream of
Muddy Creek which Shipper requests Transporter to install in accordance
with Section 6.1.1. Receipt Points 5. through 8. are to be located
downstream of the Kern River's Muddy Creek Compressor Station. In the
event of a curtailment of Firm Service on the inlet side of Transporter's
Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
determine Shipper's pro rata portion under Section 14.1(c) of this
Agreement.
(2) Transporter will accept Shipper's gas at the inlet side of Transporter's
meter.
(3) Prior to in-service of Receipt Point 4 the Shipper can nominate on as
available firm service basis up to an additional 20 MMCFD per day at
Receipt Point 3, subject to Note (1).
(4) The Maximum Receipt Pressures shall be based upon the maximum delivery
pressure requirements, if any, under the various interconnect agreements
between the transporter and upstream transporters at Receipt Points 2, 3
and 4 and the plant operator at Receipt Point 1.
(5) Transporter may utilize Anschutz receipt point for up to 28 MMcfd, 18
MMcfd of which will be subject to capacity availability at that point
(Alternate Receipt Point). To the extent that on any given day there is
insufficient capacity at the Alternate Receipt Point to satisfy all
requests for capacity by Shipper and other firm shippers utilizing such
point as an Alternative Receipt Point, then Shipper and such other firm
shippers shall be allocated capacity at the Alternate Receipt Point on a
pro rata basis in proportion to each shipper's respective MDQ. This
Alternate Receipt Point utilization and allocation methodology shall be
superseded by any alternate receipt point tariff provision filed by
Transporter and accepted by the FERC.
TBD To be determined.
Initialed for Identification Purposes: Transporter_________ Shipper________
[LETTERHEAD OF KERN RIVER] 1010 Milam Street
P.O. Box 2511
Houston, Texas 77252-2511
(713) 757-2131
November 17, 1993
Union Pacific Fuels, Inc.
801 Cherry Street
P.O. Box 7
Fort Worth, TX 76101
Attn: Mr. John Keller
Re: Lone Mountain Delivery Point
Meter No. 1-4012
Contract No. 1005
Dear John:
Reference is made to that certain Transportation Service Agreement ("Agreement")
dated December 15, 1989 by and between Kern River Gas Transmission Company, a
Texas partnership ("Kern River") and Union Pacific Fuels, Inc., a Delaware
corporation ("Union Pacific").
Kern River and Shipper agree that, if Shipper receives service to the Lone
Mountain delivery point under Part 284, Subpart B, the Agreement will be deemed
amended to indicate that service to the Lone Mountain delivery point is being
provided under Part 284, Subpart B. On the date on which Kern River is
authorized to provide service to the Lone Mountain delivery point under Part
284, Subpart G, the Agreement will again be deemed amended to indicate that
service to the Lone Mountain delivery point is being provided pursuant to Part
284, Subpart G.
Shipper also certifies to Kern River that any gas transported for Shipper under
Part 284, Subpart B qualifies for service under Section 284.102 of the
Commission's regulations.
If the foregoing is in accordance with your understanding of our agreement,
please so indicate by signing and returning both originals of this Agreement to
my attention. Upon Kern River's execution, an original will be forwarded to you
for your files.
Union Pacific Fuels, Inc.
Page No. 2
Should you have any questions, please do not hesitate in contacting me at (713)
757-2379.
Sincerely,
/s/ Marilyn Sobotik
----------------------
Marilyn Sobotik
Sr. Account Executive
ACCEPTED AND AGREED TO THIS KERN RIVER GAS TRANSMISSION COMPANY
23rd DAY OF November, 1993 ("Transporter"), by its partners:
UNION PACIFIC FUELS, INC. KERN RIVER CORPORATION
("Shipper")
By: /s/ Illegible By: /s/ E. J. Holm
--------------------- -----------------------------
ATTORNEY-IN-FACT E. J. Holm, President
WILLIAMS WESTERN PIPELINE COMPANY
By: /s/ Cuba Wadlington, Jr.
-------------------------
Cuba Wadlington, Jr.
Sr. Vice President & General Manager
THIRTEENTH AMENDED EXHIBIT "B"
to the Transportation Agreement
Dated December 15, 1989
by and between
KERN RIVER GAS TRANSMISSION COMPANY
and
UNION PACIFIC FUELS, INC.
Effective May 20, 1994
Shipper's Maximum Daily Quantity: 75,000 Mcf per day
DELIVERY POINTS
Maximum Maximum Delivery
Delivery Volume
Transporter's Pressure MCF Per Day
Description Meter Number p.s.i.g. (Note 1)
- ----------- ------------- -------- -----------
1. Interconnection of Transporter's 2-5011 TBD 67,350
System and Southern California
Gas Company at SoCal Gas line 225
Wheeler Ridge
2. China Grade 2-5006 450 15,600
TBD - To be determined.
Notes:
(1) The Maximum Delivery Volume for all Delivery Points in the aggregate
shall not exceed 82,950 MCF per day. The aggregate actual delivery
volumes shall not exceed the Shipper's MDQ.
Initialed for Identification Purposes: Transporter__________ Shipper__________
[LETTERHEAD OF KERN RIVER] 1010 Milam Street
P.O. Box 2511
Houston, Texas 77252-2511
(713) 757-2131
January 25, 1996
Mr. John Hogan
Union Pacific Fuels, Inc.
801 Cherry Street
Fort Worth, TX 76101
Re: Amendment to Transportation
Service Agreement Dated December 15, 1989
Hunter Park Delivery Point
Meter No. 2-4014
Contract No. 1005
Dear John:
Reference is made to that certain Transportation Service Agreement ("Agreement")
dated December 15, 1989 by and between Kern River Gas Transmission Company, a
Texas partnership ("Kern River") and Union Pacific Fuels, Inc., a Delaware
corporation ("Union Pacific").
Kern River and Union Pacific agree that, if Union Pacific receives service to
the Hunter Park delivery point, the Agreement will be deemed amended to indicate
that service to the Hunter Park delivery point is being provided under Part 284,
Subpart B. On the date on which Kern River is authorized to provide service to
the Hunter Park delivery point under Part 284, Subpart G, the Agreement will
again be deemed amended to indicate that service to the Hunter Park delivery
point is being provided pursuant to Part 284, Subpart G.
Union Pacific also certifies to Kern River that any gas transported for Union
Pacific under Part 284, Subpart B qualifies for service under Section
284.102(d)(1) of the Commission's regulations, in that Mountain Fuel Supply
Company, a Utah Local Distribution Company, will have physical custody of and
will transport all gas delivered to the Hunter Park Delivery Point.
If the foregoing is in accordance with your understanding of our agreement,
please so indicate by signing and returning all originals of this Amendment to
my attention. Upon execution by Kern River, an original will be forwarded to you
for your files.
Should you have any questions, please do not hesitate in contacting me at
(713) 757-5701.
Sincerely,
Tony Rabago
Account Manager
ACCEPTED AND AGREED TO THIS
31st DAY OF January, 1996
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
("Shipper") ("Transporter"), a general
partnership, by its partners:
KERN RIVER ACQUISITION CORPORATION
WILLIAMS WESTERN PIPELINE COMPANY
By: /s/ John R. Hogan By: /s/ Robert L. Sluder
------------------------- ----------------------
By: Attorney-in-Fact Robert L. Sluder
Sr. Vice President and
General Manager
[LETTERHEAD OF KERN RIVER]
January 25, 1996
Mr. John Hogan
Union Pacific Fuels, Inc.
801 Cherry Street
Fort Worth, TX 76101
Re: Amendment to Transportation
Service Agreement Dated December 27, 1995
Hunter Park Delivery Point
Meter No. 2-4014
Contract No. 1031
Dear John:
Reference is made to that certain Transportation Service Agreement ("Agreement")
dated December 27, 1995 by and between Kern River Gas Transmission Company, a
Texas partnership ("Kern River") and Union Pacific Fuels, Inc., a Delaware
corporation ("Union Pacific").
Kern River and Union Pacific agree that, if Union Pacific receives service to
the Hunter Park delivery point, the Agreement will be deemed amended to indicate
that service to the Hunter Park delivery point is being provided under Part 284,
Subpart B. On the date on which Kern River is authorized to provide service to
the Hunter Park delivery point under Part 284, Subpart G, the Agreement will
again be deemed amended to indicate that service to the Hunter Park delivery
point is being provided pursuant to Part 284, Subpart G.
Union Pacific also certifies to Kern River that any gas transported for Union
Pacific under Part 284, Subpart B qualifies for service under Section
284.102(d)(1) of the Commission's regulations, in that Mountain Fuel Supply
Company, a Utah Local Distribution Company, will have physical custody of and
will transport all gas delivered to the Hunter Park Delivery Point.
If the foregoing is in accordance with your understanding of our agreement,
please so indicate by signing and returning all originals of this Amendment to
my attention. Upon execution by Kern River, an original will be forwarded to you
for your files.
Should you have any questions, please do not hesitate in contacting me at (713)
757-5701.
Sincerely,
Tony Rabago
Account Manager
ACCEPTED AND AGREED TO THIS
31st DAY OF January, 1996
UNION PACIFIC FUELS, INC. KERN RIVER GAS TRANSMISSION COMPANY
("Shipper") ("Transporter"), a general
partnership, by its partners:
KERN RIVER ACQUISITION CORPORATION
WILLIAMS WESTERN PIPELINE COMPANY
By: /s/ John R. Hogan
------------------------- ----------------------
By: Attorney-in-Fact Robert L. Sluder
Sr. Vice President and
General Manager