[TEXAS GAS TRANSMISSION LOGO] P.O. BOX 20008-3800 FREDERICA STREET OWENSBORO, KENTUCKY 42304 TEL. (502) 926-8686 June 18, 1997 Mr. Scott Harwell Union Pacific Fuels, Inc. 801 Cherry Street Fort Worth, Texas 76102 Dear Scott: Texas Gas Transmission Corporation (Texas Gas) has reviewed Union Pacific Fuels, Inc.'s (Union Pacific) request for a discounted transportation rate for the time period listed below. Accordingly, Texas Gas is willing to offer Union Pacific the following discount: Contract Number: T11378 Rate Schedule: FT Contract Demand: 90,000 MMBtu per day, Winter and Summer Time Period: November 1, 1997 through October 31, 2008 Receipt Points: Zone SL and Zone 1 receipt points Delivery Point: Lebanon-Columbia, Meter No. 1715; Lebanon-Congas, Meter No. 1247; Lebanon-Texas Eastern, Meter No. 1859 Total Monthly Charges: Union Pacific shall pay each month, $0.23 times its firm daily contract demand of 90,000 MMBtu times the number of days in the month. Union Pacific shall also pay each month the Maximum rate as filed with FERC for all commodity charges. Such rates shall include all surcharges currently applicable or that may become applicable during the term of the firm transportation agreement. Union Pacific also agrees to pay the applicable fuel retention. Additionally, Texas Gas shall have the right to adjust the discounted demand rate set forth above to reflect any adjustments to its rates due to changes in rate design methodology (i.e. seasonal rate shift) or any other regulatory event so that the annual demand revenue requirement of Union Pacific remains the same. Such adjustment will be accomplished in a manner mutually acceptable to Union Pacific and Texas Gas and in no event shall the annual demand revenue responsibility of Union Pacific be increased as a result of such adjustment. Union Pacific Fuels, Inc. June 18, 1997 Page 2 If Union Pacific is agreeable to this discount, please sign and return this original Letter Agreement to Texas Gas, along with the firm transportation agreement between Texas Gas and Union Pacific dated June 18, 1997, to indicate your acceptance of this discount. If any changes are made, please initial and forward both originals to Texas Gas. Very truly yours, TEXAS GAS TRANSMISSION CORPORATION By /s/ ---------------------------------------- Title Vice President ------------------------------------- Accepted and Agreed to this 17th day of July, 1997 UNION PACIFIC FUELS, INC. By /s/ Mark A. Borer -------------------------------- Title Vice President ----------------------------- GAS TRANSPORTATION AGREEMENT BETWEEN TEXAS GAS TRANSMISSION CORPORATION AND UNION PACIFIC FUELS, INC. DATED JUNE 18,1997 INDEX PAGE NO. -------- ARTICLE I Definitions 1 ARTICLE II Transportation Service 1 ARTICLE III Scheduling 2 ARTICLE IV Points of Receipt and Delivery 2 ARTICLE V Term of Agreement 3 ARTICLE VI Point(s) of Measurement 3 ARTICLE VII Facilities 3 ARTICLE VIII Rates and Charges 3 ARTICLE IX Miscellaneous 4 EXHIBIT "A" FIRM POINT(S) OF RECEIPT EXHIBIT "A-I" SECONDARY POINT(S) OF RECEIPT EXHIBIT "B" FIRM POINT(S) OF DELIVERY EXHIBIT "C" SUPPLY LATERAL CAPACITY STANDARD FACILITIES KEY FIRM TRANSPORTATION AGREEMENT THIS AGREEMENT, made and entered into this 18th day of June, 1997, by and between Texas Gas Transmission Corporation, a Delaware corporation, hereinafter referred to as "Texas Gas," and Union Pacific Fuels, Inc., a Delaware corporation, hereinafter referred to as "Customer," WITNESSETH: WHEREAS, Customer has natural gas which it desires Texas Gas to move through its existing facilities; and WHEREAS, Texas Gas has the ability in its pipeline system to move natural gas for the account of Customer; and WHEREAS, Customer desires that Texas Gas transport such natural gas for the account of Customer; and WHEREAS, Customer and Texas Gas are of the opinion that the transaction referred to above falls within the provisions of Section 284.223 of Subpart G of Part 284 of the Federal Energy Regulatory Commission's (Commission) regulations and the blanket certificate issued to Texas Gas in Docket No. CP88-686-000, and can be accomplished without the prior approval of the Commission; NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto covenant and agree as follows: ARTICLE I Definitions 1.1 Definition of Terms of the General Terms and Conditions of Texas Gas's FERC Gas Tariff on file with the Commission is hereby incorporated by reference and made a part of this Agreement. ARTICLE II Transportation Service 2.1 Subject to the terms and provisions of this Agreement, Customer agrees to deliver or cause to be delivered to Texas Gas, at the Point(s) of Receipt in Exhibit "A" hereunder, Gas for Transportation, and Texas Gas agrees to receive, transport, and redeliver, at the Point(s) of Delivery in Exhibit "B" hereunder, Equivalent Quantities of Gas to Customer or for the account of Customer, in accordance with Section 3 of Texas Gas's effective FT Rate Schedule and the terms and conditions contained herein, up to 90,000 MMBtu per day, which shall be Customer's Firm Transportation Contract Demand, and up to 13,590,000 MMBtu during the winter season, and up to 19,260,000 MMBtu during the summer season, which shall be Customer's Seasonal Quantity Levels. 2.2 Customer shall reimburse Texas Gas for the Quantity of Gas required for fuel, company use, and unaccounted for associated with the transportation service hereunder in accordance with Section 16 of the General Terms and Conditions of Texas Gas's FERC Gas Tariff. The applicable fuel retention percentage(s) is shown on Exhibit "A". Texas Gas may adjust the fuel retention percentage as operating circumstances warrant; however, such change shall not be retroactive. Texas Gas agrees to give Customer thirty (30) days written notice before changing such percentage. 2.3 Texas Gas, at its sole option, may, if tendered by Customer, transport daily quantities in excess of the Transportation Contract Demand. 2.4 In order to protect its system, the delivery of gas to its customers and/or the safety of its operations, Texas Gas shall have the right to vent excess natural gas delivered to Texas Gas by Customer or Customer's supplier(s) in that part of its system utilized to transport gas received hereunder. Prior to venting excess gas, Texas Gas will use its best efforts to contact Customer or Customer's supplier(s) in an attempt to correct such excess deliveries to Texas Gas. Texas Gas may vent such excess gas solely within its reasonable judgment and discretion without liability to Customer, and a pro rata share of any gas so vented shall be allocated to Customer. Customer's pro rata share shall be determined by a fraction, the numerator of which shall be the quantity of gas delivered to Texas Gas at the Point of Receipt by Customer or Customer's supplier(s) in excess of Customer's confirmed nomination and the denominator of which shall be the total quantity of gas in excess of total confirmed nominations flowing in that part of Texas Gas's system utilized to transport gas, multiplied by the total quantity of gas vented or lost hereunder. 2.5 Any gas imbalance between receipts and deliveries of gas, less fuel and PVR adjustments, if applicable, shall be cleared each month in accordance with Section 17 of the General Terms and Conditions in Texas Gas's FERC Gas Tariff. Any imbalance remaining at the termination of this Agreement shall also be cashed-out as provided herein. ARTICLE III Scheduling 3.1 Customer shall nominate, confirm and/or schedule service under this Agreement in a manner consistent with Section 26 "Nomination, Confirmation and Scheduling of Services" of the General Terms and Conditions of Texas Gas's FERC Gas Tariff. 3.2 Customer shall give Texas Gas, after the first of the month, at least twenty-four (24) hours notice prior to the commencement of any day in which Customer desires to change the quantity(ies) of gas it has scheduled to be delivered to Texas Gas at the Point(s) of Receipt. Texas Gas agrees to waive this 24-hour prior notice and implement nomination changes requested by Customer to commence in such lesser time frame subject to Texas Gas's being able to confirm and verify such nomination change at both Receipt and Delivery Points, and receive PDAs reflecting this nomination change at both Receipt and Delivery Points. Texas Gas will use its best efforts to make the nomination change effective at the time requested by Customer; however, if Texas Gas is unable to do so, the nomination change will be implemented as soon as confirmation is received. ARTICLE IV Points of Receipt, Delivery, and Supply Lateral Allocation 4.1 Customer shall deliver or cause to be delivered natural gas to Texas Gas at the Point(s) of Receipt specified in Exhibit "A" attached hereto and Texas Gas shall redeliver gas to Customer or for the account of Customer at the Point(s) of Delivery specified in Exhibit "B" attached hereto in accordance with Sections 7 and 15 of the General Terms and Conditions of Texas Gas's FERC Gas Tariff. 4.2 Customer's preferential capacity rights on each of Texas Gas's supply laterals shall be as set forth in Exhibit "C" attached hereto, in accordance with Section 34 of the General Terms and Conditions of Texas Gas's FERC Gas Tariff. 2 ARTICLE V Term of Agreement 5.1 This Agreement shall become effective upon its execution and remain in full force and effect for a primary term beginning November 1, 1997, (with the rates and charges described in Article VIII becoming effective on that date) and extending for a period of eleven years from that date, or through October 31, 2008; with extensions of one year at the end of the primary term and each additional term thereafter unless written notice is given at least three hundred sixty-five (365) days prior to the end of such term by either party. ARTICLE VI Point(s) of Measurement 6.1 The gas shall be delivered by Customer to Texas Gas and redelivered by Texas Gas to Customer at the Point(s) of Receipt and Delivery hereunder. 6.2 The gas shall be measured or caused to be measured by Customer and/or Texas Gas at the Point(s) of Measurement which shall be as specified in Exhibits "A", "A-I", and "B" herein. In the event of a line loss or leak between the Point of Measurement and the Point of Receipt, the loss shall be determined in accordance with the methods described contained in Section 3, "Measuring and Measuring Equipment," contained in the General Terms and Conditions of First Revised Volume No. 1 of Texas Gas's FERC Gas Tariff. ARTICLE VII 7.1 Texas Gas and Customer agree that any facilities required at the Point(s) of Receipt, Point(s) of Delivery, and Point(s) of Measurement shall be installed, owned, and operated as specified in Exhibits "A", "A-I", and "B" herein. Customer may be required to pay or cause Texas Gas to be paid for the installed cost of any new facilities required as contained in Sections 1.3, 1.4, and 1.5 of Texas Gas's FT Rate Schedule. Customer shall only be responsible for the installed cost of any new facilities described in this Section if agreed to in writing between Texas Gas and Customer. ARTICLE VIII Rates and Charges 8.1 Each month, Customer shall pay Texas Gas for the service hereunder an amount determined in accordance with Section 5 of Texas Gas's FT Rate Schedule contained in Texas Gas's FERC Gas Tariff, which Rate Schedule is by reference made a part of this Agreement. The maximum rates for such service consist of a monthly reservation charge multiplied by Customer's firm transportation demand as specified in Section 2.1 herein. The reservation charge shall be billed as of the effective date of this Agreement. In addition to the monthly reservation charge, Customer agrees to pay Texas Gas each month the maximum commodity charge up to Customer's Transportation Contract Demand. For any quantities delivered by Texas Gas in excess of Customer's Transportation Contract Demand, Customer agrees to pay the maximum FT overrun commodity charge. In addition, Customer agrees to pay: (a) Texas Gas's Fuel Retention percentage(s); provided, however, that subject to Commission approval Customer shall be credited for any fuel furnished by 3 Customer under any separate firm transportation agreement between Texas Gas and Customer which Customer uses to transport gas to the Point(s) of Receipt hereunder for further transportation under this agreement. (b) The currently effective GRI funding unit, if applicable, the currently effective FERC Annual Charge Adjustment unit charge (ACA), the currently effective Take-or-Pay surcharge, or any other then currently effective surcharges, including but not limited to Order 636 Transition Costs. If Texas Gas declares force majeure which renders it unable to perform service herein, then Customer shall be relieved of its obligation to pay demand charges for that part of its FT Contract Demand affected by such force majeure event until the force majeure event is remedied. Unless otherwise agreed to in writing by Texas Gas and Customer, Texas Gas may, from time to time, and at any time selectively after negotiation, adjust the rate(s) applicable to any individual Customer; provided, however, that such adjusted rate(s) shall not exceed the applicable Maximum Rate(s) nor shall they be less than the Minimum Rate(s) set forth in the currently effective Sheet No. 10 of this Tariff. If Texas Gas so adjusts any rates to any Customer, Texas Gas shall file with the Commission any and all required reports respecting such adjusted rate. 8.2 In the event Customer utilizes a Secondary Point(s) of Receipt or Delivery for transportation service herein, Customer will continue to pay the monthly reservation charges as described in Section 8.1 above. In addition, Customer will pay the maximum commodity charge applicable to the zone in which gas is received and redelivered up to Customer's Transportation Contract Demand and the maximum overrun commodity charge for any quantities delivered by Texas Gas in excess of Customer's winter season or summer season Transportation Contract Demand. Customer also agrees to pay the ACA, Take-or-Pay Surcharge, GRI charges, fuel retention charge, and any other effective surcharges, if applicable, as described in Section 8.1 above. 8.3 It is further agreed that Texas Gas may seek authorization from the Commission and/or other appropriate body for such changes to any rate(s) and terms set forth herein or in Rate Schedule FT, as may be found necessary to assure Texas Gas just and reasonable rates. Nothing herein contained shall be construed to deny Customer any rights it may have under the Natural Gas Act, as amended, including the right to participate fully in rate proceedings by intervention or otherwise to contest increased rates in whole or in part. 8.4 Customer agrees to fully reimburse Texas Gas for all filing fees, if any, associated with the service contemplated herein which Texas Gas is required to pay to the Commission or any agency having or assuming jurisdiction of the transactions contemplated herein. 8.5 Customer agrees to execute or cause its supplier or processor to execute a separate agreement with Texas Gas providing for the transportation of any liquids and/or liquefiables, and agrees to pay or reimburse Texas Gas, or cause Texas Gas to be paid or reimbursed, for any applicable rates or charges associated with the transportation of such liquids and/or liquefiables, as specified in Section 24 of the General Terms and Conditions of Texas Gas's FERC Gas Tariff. ARTICLE IX Miscellaneous 9.1 Texas Gas's Transportation Service hereunder shall be subject to receipt of all requisite regulatory authorizations from the Commission, or any successor regulatory authority, and any other necessary governmental authorizations, in a manner and form acceptable to Texas Gas. The parties 4 agree to furnish each other with any and all information necessary to comply with any laws, orders, rules, or regulations. 9.2 Except as may be otherwise provided, any notice, request, demand, statement, or bill provided for in this Agreement or any notice which a party may desire to give the other shall be in writing and mailed by regular mail, or by postpaid registered mail, effective as of the postmark date, to the post office address of the party intended to receive the same, as the case may be, or by facsimile transmission, as follows: Texas Gas Texas Gas Transmission Corporation 3800 Frederica Street Post Office Box 20008 Owensboro, Kentucky 42304 Attention: Gas Revenue Accounting (Billings and Statements) Marketing Administration (Other Matters) Gas Transportation and Capacity Allocation (Nominations) Fax (502) 688-6817 Customer Union Pacific Fuels, Inc. 801 Cherry Street Fort Worth, Texas 76102 Attention: Mr. Scott Harwell (Notices and Customer Services) Mr. Al Shields (Scheduling/Confirmations) Mr. Dick Graham (Invoices and Statements) The address of either party may, from time to time, be changed by a party mailing, by certified or registered mail, appropriate notice thereof to the other party. Furthermore, if applicable, certain notices shall be considered duly delivered when posted to Texas Gas's Electronic Bulletin Board, as specified in Texas Gas's tariff. 9.3 This Agreement shall be governed by the laws of the State of Kentucky. 9.4 Each party agrees to file timely all statements, notices, and petitions required under the Commission's Regulations or any other applicable rules or regulations of any governmental authority having jurisdiction hereunder and to exercise due diligence to obtain all necessary governmental approvals required for the implementation of this Transportation Agreement. 9.5 All terms and conditions of Rate Schedule FT and the attached Exhibits "A", "A-I", "B", and "C" are hereby incorporated to and made a part of this Agreement. 9.6 This contract shall be binding upon and inure to the benefit of the successors, assigns, and legal representatives of the parties hereto. 9.7 Neither party hereto shall assign this Agreement or any of its rights or obligations hereunder without the consent in writing of the other party. Notwithstanding the foregoing, either party may assign its right, title and interest in, to and by virtue of this Agreement including any and all extensions, renewals, amendments, and supplements thereto, to a trustee or trustees, individual or corporate, as security for bonds or other obligations or securities, without such trustee or trustees 5 assuming or becoming in any respect obligated to perform any of the obligations of the assignor and, if any such trustee be a corporation, without its being required by the parties hereto to qualify to do business in the state in which the performance of this Agreement may occur, nothing contained herein shall require consent to transfer this Agreement by virtue of merger or consolidation of a party hereto or a sale of all or substantially all of the assets of a party hereto, or any other corporate reorganization of a party hereto. 9.8 This Agreement insofar as it is affected thereby, is subject to all valid rules, regulations, and orders of all governmental authorities having jurisdiction. 9.9 No waiver by either party of any one or more defaults by the other in the performance of any provisions hereunder shall operate or be construed as a waiver of any future default or defaults whether of a like or a different character. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective representatives thereunto duly authorized, on the day and year first above written. ATTEST: TEXAS GAS TRANSMISSION CORPORATION /s/ By /s/ - ------------------------------- --------------------------------------- Asst. Secretary Vice President WITNESSES: UNION PACIFIC FUELS, INC. /s/ By /s/ - ------------------------------- --------------------------------------- Asst. Secretary Vice President /s/ - ------------------------------- --------------------------------------- Date of Execution by Customer: - ------------------------------- 6 EXHIBIT "A-I" SECONDARY POINT(S) OF RECEIPT TGT Meter Lateral Segment Zone No. DRN Supply Point - -------------------------------------------------------------------------------- NORTH LOUISIANA Carthage-Haughton 1 2102 152451 Champlin 1 9805 43386 Delhi 1 9051 7148 Grigsby 1 8116 42473 Texas Eastern-Sligo 1 9884 49099 Valero-Carthage Haughton-Sharon 1 8003 43390 Barksdale 1 2455 38387 Beacon 1 9866 44088 Cornerstone-Ada 1 2340 7787 F.E. Hargraves-Minden 1 2186 7790 LGI #1 1 2456 7046 McCormick 1 2457 7788 Minden-Hunt 1 2459 11259 Minden Pan-Am #1 1 9819 43554 Nelson-Sibley 1 9461 43555 Olin-McGoldrick 1 2760 38250 Sligo Plant 1 9834 49082 Texaco-Athens Sharon 1 2145 38281 Claiborne 1 9439 185980 Energy Management-Antioch 1 2010 7795 Fina Oil-HICO 1 9818 7789 PGC-Bodcaw 1 2757 7792 Texas Eastern-Sharon Sharon-East 1 9418 171295 Associated-Calhoun 1 2631 38310 Calhoun Plant 1 2632 38300 Dubach 1 2202 144066 Ergon-Monroe 1 8760 9334 Lonewa 1 8020 9217 MRT-Bastrop 1 9302 9335 Munce 1 9812 43556 Par Minerals/Downsville 1 9823 43559 Reliance-Bernice 1 2612 10799 Reliance-West Monroe 1 2634 9339 Southwest-Guthrie EAST Bosco-Eunice SL 2015 6512 Amerada Hess SL 2016 6513 Amerada Hess-South Lewisburg SL 2385 6517 D.B. McClinton #1 SL 9844 6507 Germany Oil-Church Point SL 2288 6508 Great Southern-Mowata #2 SL 9804 6545 Great Southern-Mowata #3 SL 8142 6549 Ritchie SL 2740 6499 Superior-Pure A-I-1 TGT Meter Lateral Segment Zone No. DRN Supply Point - -------------------------------------------------------------------------------- SOUTHEAST Blk. 8-Morgan City SL 2198 10590 Bois D'Arc SL 9142 140570 Bois D'Arc-Pelican Lake SL 2109 31917 Chevron-Block 8 SL 2638 31567 Coon Point SL 2845 10588 Lake Pagie SL 2460 43557 Peltex Deep Saline #1 SL 2480 31554 S.S. 41 SL 9471 43569 Sohio SL 2755 10587 Texaco-Bay Junop SL 9836 10595 Texaco-Dog Lake SL 2463 43572 Toce Oil SL 9883 10591 Zeit-Lake Pagie Henry-Lafayette SL 8190 10902 Faustina-Henry SL 2790 42612 Henry Hub Lafayette-Eunice SL 2125 8741 California Co.-North Duson SL 2138 6500 California Co.-South Bosco #2 SL 2389 8737 Duson SL 9837 43488 Excel-Judice SL 2601 8732 Fina Oil-Anslem Coulee SL 8040 6525 Florida SL 2290 6544 Gulf Transport-Church Pt. SL 9906 38741 Quintana-South Bosco SL 9005 6538 Rayne-Columbia Gulf SL 8067 8736 South Scott SL 2810 8738 Tidewater-North Duson SL 8051 8727 Youngsville Maurice-Freshwater SL 9501 204880 Araxas-Abbeville SL 2147 10898 CNG-Hell Hole Bayou SL 2203 10890 Deck Oil-Perry/Hope SL 9160 140571 LLOG-Abbeville SL 2394 10906 LRC-Theall SL 9800 43550 May Petroleum SL 2748 127418 Parc Perdue SL 2749 10896 Parc Perdue 2 SL 9830 43558 R&R Res-Abbeville SL 9434 171296 Southwestern-Perry SL 2706 40933 Sun Ray SL 9422 160243 UNOCAL-Freshwater Bayou SL 2840 10900 UNOCAL-N. Freshwater Bayou Morgan City-Lafayette SL 2064 43425 Amoco-Charenton SL 9173 10277 ANR-Calumet (Rec.) SL 9803 38341 Atlantic SL 9809 43733 B.H. Petroleum-S.E. Avery SL 9881 80583 Bridgeline-Berwick SL 2085 10270 British American-Ramos SL 9412 185979 Equitable-Lake Peigneur SL 9047 8223 Florida Gas-E.B. Pigeon SL 2454 8215 FMP/Bayou Postillion A-I-2 TGT Meter Lateral Segment Zone No. DRN Supply Point - -------------------------------------------------------------------------------- SOUTHEAST (Cont.) SL 8059 10279 Franklin SL 9437 171297 Hunt Oil-Taylor Point SL 9502 211243 Hunt Oil-East Taylor Point SL 9854 43546 Linder Oil-Bayou Penchant SL 9853 60164 Linder Oil-Garden City SL 2189 43561 Rutledge Deas SL 2636 8240 Shell-Bayou Pigeon SL 8149 8235 SONAT-East Bayou Pigeon SL 2035 10264 Southwest-Jeanerette SL 9895 59632 Texaco-Bayou Sale SL 8205 10272 Transco-Myette Point SL 9829 10263 Trunkline-Centerville Thibodaux-Morgan City SL 2250 33435 A. Glassell-Chacahoula SL 2335 186009 Amoco-North Rousseau SL 2835 6912 Lake Palourde SL 9873 8875 Linder Oil-Chacahoula SL 9175 124990 LLOG-Chacahoula SL 9847 43636 LRC-Choctaw SL 2440 8877 Magna-Chacahoula #1 SL 2445 8878 Magna-St. John #2 SL 2470 60191 Patterson-Chacahoula SL 2135 10145 Simon Pass SL 9481 144064 Transco-Thibodaux SOUTH Egan-Eunice SL 9003 38233 Egan SL 9415 171298 Tejas Power-Egan SOUTHWEST East Cameron-Lowry SL 2581 30074 E.C. 14 SL 2033 43548 Little Cheniere-Arco SL 2034 43549 Little Cheniere-Linder SL 2392 7561 LRC-Grand Cheniere Lowry-Eunice SL 9843 156905 Mobil-Lowry SL 9446 7580 NGPL-Lowry SL 2437 149325 ENOGEX/NGPL Tap Washita SL 9169 149326 TEX SW/NGPL Washita SL 9171 149313 Transok/NGPL Inter #2 Beckham SL 9170 149321 Transok/NGPL Inter #2 Custer SL 9172 149329 Transok/NGPL Waggs Wheeler WEST Iowa-Eunice SL 9507 21777 Camex-China SL 8170 8613 Iowa SL 9445 8617 Kilroy Riseden-Woodlawn Mallard Bay-Woodlawn SL 2140 8610 California Co.-South Thornwell SL 2615 7585 Caroline Hunt Sands-S. Thornwell SL 2207 60169 Franks Petroleum-Chalkley SL 9028 43506 Gas Energy Development-Hayes SL 2355 81054 Humble-Chalkley SL 2383 7567 IMC Wintershall-Chalkley A-I-3 TGT Meter Lateral Segment Zone No. DRN Supply Point - -------------------------------------------------------------------------------- WEST (Cont.) SL 8071 7571 LRC-Mallard Bay SL 9828 8585 Riverside-Lake Arthur SL 2635 107453 Shell-Chalkley SL 2822 7586 Superior-S. Thornwell SL 2885 8603 Union Texas-Welsh W.C. 294 Entering at ANR- SL 9026 29497 W.C. 167/132 Eunice SL 9136 55151 W.C. 167/Near Shore SL 9440 186036 W.C. 293/306A SL 9396 60204 W.C. 293/H.I. 120/H.I. 120-128 SL 9383 43734 W.C. 293/H.I. 167/H.I. 167-166 SL 2838 29693 W.C. 294 HIOS Offshore Points entering at ANR-Eunice H.I. 247 SL 2868 33213 H.I. A-247/A-244A/A-231 SL 9176 154807 H.I. A-247/A-245 SL 9135 41343 W.C. 167/HIOS Mainline H.I. 283 SL 9894 49103 H.I. A-283/A-283A SL 9487 197839 H.I. A-283/A-443 SL 2855 33296 H.I. A-285/A-282 H.I. 303 SL 2858 43524 H.I. A-302A/A-303 H.I. 323 SL 9468 21334 H.I. A-323 H.I. 343 SL 9467 21339 H.I. A-343/A-355 H.I. A-345 SL 2863 33293 H.I. A-334A/A-335 SL 9327 43529 H.I. A-345/A-325A H.I. A-498 SL 2529 197837 H.I. A-498/A-451 SL 2536 197838 H.I. A-498/A-462/Various SL 2534 60171 H.I. A-498/A-489 SL 2533 60173 H.I. A-498/A-489/A-474 SL 2535 60174 H.I. A-498/A-489/A-499 SL 9371 60175 H.I. A-498/A-490 SL 2856 43723 H.I. A-498/A-517 H.I. A-539 SL 2537 60177 H.I. A-539/A-480 SL 9365 60178 H.I. A-539/A-511 SL 9508 216653 H.I. A-539/A-528 SL 9376 54856 H.I. A-539/A-532 SL 9328 60179 H.I. A-539/A-550 A-I-4 TGT Meter Lateral Segment Zone No. DRN Supply Point - -------------------------------------------------------------------------------- HIOS (Cont.) SL 9901 81051 H.I. A-539/A-552/A-551 SL 9889 49104 H.I. A-539/A-552/A-553 SL 2539 60181 H.I. A-539/A-567 SL 9380 60182 H.I. A-539/A-568 H.I. 546 SL 9466 21336 H.I. A-546/A-548/A-545 H.I. A-555 SL 2857 36875 H.I. A-531A SL 2861 43122 H.I. A-536C SL 2862 43123 H.I. A-537B SL 9127 54854 H.I. A-537B/A-537D/A-556 SL 9308 60183 H.I. A-555 SL 9125 54858 H.I. A-555/A-537D/A-556 SL 9887 49105 H.I. A-555/A-557A/A-556 H.I. A-573 SL 9909 60369 H.I. A-573/A-384/G B 224 SL 2859 43531 H.I. A-573B Complex SL 2542 43721 H.I. A-595CF Complex H.I. A-582 SL 9165 111967 H.I. A-582/A-561A SL 9469 221329 H.I. A-582/A-563/A-564 SL 9470 221328 H.I. A-582/A-582C SL 9133 49106 H.I. A-582/E.B. 110 SL 9377 49107 H.I. A-582/E.B. 160/Various SL 9134 81052 H.I. A-582/E.B. 165 MAINLINE Bastrop-North 3 8082 6463 ANR-Slaughters 3 2061 4308 Bee-Hunter 3 2072 6385 Blair 4 1229 108797 Cincinnati Gas and Electric Co. 2 8124 41187 Dyersburg 3 9459 186011 Gibbs-Henderson 3 9432 186010 Har-Ken/Austin Jennings #1 3 9530 6461 Har-Ken/Murray 1 9303 1484 Helena #2 4 1433 140534 Indiana Utilities Corporation 4 1489 132837 Lawrenceburg Gas Company 4 1715 16281 Lebanon-Columbia 4 1247 16283 Lebanon-Congas 4 1859 16284 Lebanon-Texas Eastern 3 9527 44100 Liberty-South Hill 1 1600 132977 Memphis Light, Gas and Water Division 3 8073 6134 Midwestern-Whitesville 1 3801 134577 Pooling Receipt-Zone 1 3 9525 6447 Pride Energy No. 1 3 9141 107451 Reynolds-Narge Creek 3 5800 128355 Slaughters-Storage Complex (Withdraw) 3 1810 132845 Southern Indiana Gas and Electric Co. A-1-5 TGT Meter Lateral Segment Zone No. DRN Supply Point - -------------------------------------------------------------------------------- MAINLINE (Cont.) 4 1872 125662 Union Light, Heat and Power Co. 3 9404 40221 United Cities-Barnsley 2 1885 132856 Western Kentucky Gas Company 3 1906 108800 Western Kentucky Gas Company 3 1912 21778 Western Kentucky Gas Company 4 1981 132852 Western Kentucky Gas Company Eunice-Zone SL/1 Line SL 9035 6519 ANR-Eunice SL 9084 105453 Bayou Pompey SL 8107 8120 Evangeline SL 8046 8121 Mamou SL 3800 124803 Pooling Receipt-Zone SL SL 3900 154805 SL Lateral Terminus Zone SL/1 Line-Bastrop 1 2020 44085 Arkla-Perryville 1 9870 44087 Channel Explo.-Chicksaw Creek 1 9826 9332 Delhi-Ewing 1 2361 9321 Guffey-Millhaven 1 9814 43538 Hogan-Davis Lake 1 8063 9670 Pineville (LIG) 1 2648 9214 Spears 1 9832 43414 Wintershall-Clarks A-I-6 CONTRACT NO. T11378 Contract Demand 90,000 MMBtu/D EXHIBIT "B" POINT(S) OF DELIVERY ZONE 4 Meter MAOP MDP* No. DRN Name and Description Facilities (psig) (psig) - -------------------------------------------------------------------------------------------------- Columbia Gas Transmission Corporation 1715 16281 LEBANON-COLUMBIA - S9, T3, R4, Warren (1) 670 500 County, OH NOTE: SEE ATTACHED STANDARD FACILITIES KEY FOR EXPLANATION OF FACILITIES. *MINIMUM DELIVERY PRESSURE B-1 Contract No. T-11378 ------- Firm Transportation Agreement Exhibit C Supply Lateral Capacity Union Pacific Fuels, Inc. Preferential Rights MMBtu/d Supply Lateral Winter Summer ------ ------ Zone 1 Supply Lateral(s) - -------------------------------- North Louisiana Leg: 17,972 17,972 ------------------------------------- Total Zone 1: 17,972 17,972 Zone SL Supply Lateral(s) - -------------------------------- East Leg: 231 231 Southeast Leg: 20,482 20,482 South Leg: 11,573 11,573 Southwest Leg: 11,447 11,447 West Leg: 13,208 13,208 WC-294: 3,714 3,714 HIOS: 16,773 16,773 ------------------------------------- Total Zone SL: 77,428 77,428 ------------------------------------- Grand Total: 95,400 95,400 ===================================== Effective Date: November 1, 1997 STANDARD FACILITIES KEY (1) Measurement facilities are owned, operated, and maintained by Texas Gas Transmission Corporation. (2) Measurement facilities are owned, operated, and maintained by ANR Pipeline Company. (3) Measurement facilities are owned, operated, and maintained by Arkansas Louisiana Gas Company. (4) Measurement facilities are owned by Texas Gas Transmission Co rporation and operated and maintained by Kerr-McGee Corporation. (5) Measurement facilities are owned, operated, and maintained by Koch Gateway Pipeline Company. (6) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Delhi Gas Pipeline Corporation. (7) Measurement facilities are owned, operated, and maintained by Kerr-McGee Corporation. (8) Measurement facilities are owned, operated, and maintained by Louisiana Intrastate Gas Corporation. (9) Measurement facilities are owned, operated, and maintained by Trunkline Gas Company. (10) Measurement facilities are owned, operated, and maintained by Columbia Gulf Transmission Company. (11) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Columbia Gulf Transmission Company. (12) Measurement facilities are owned, operated, and maintained by Florida Gas Transmission Company. (13) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by ANR Pipeline Company. (14) Measurement facilities are owned by Champlin Petroleum Company and operated and maintained by ANR Pipeline Company. (15) Measurement facilities are owned by Transcontinental Gas Pipe Line Corporation and operated and maintained by ANR Pipeline Company. (16) Measurement facilities are jointly owned by others and operated and maintained by ANR Pipeline Company. (17) Measurement facilities are owned by Koch Gateway Pipeline Company and operated and maintained by ANR Pipeline Company. (18) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Texas Eastern Transmission Corporation. (19) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Natural Gas Pipeline Company of America. (20) Measurement facilities are owned by Louisiana Intrastate Gas Corporation and operated and maintained by Texas Gas Transmission Corporation. (21) Measurement facilities are owned, operated, and maintained by Texas Eastern Transmission Corporation. (22) Measurement facilities are owned by Kerr-McGee Corporation and operated and maintained by ANR Pipeline Company. (23) Measurement facilities are operated and maintained by ANR Pipeline Company. (24) Measurement facilities are owned, operated, and maintained by Transcontinental Gas Pipe Line Corporation. (25) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Tennessee Gas Pipeline Company. (26) Measurement facilities are owned, operated, and maintained by Northern Natural Gas Company. (27) Measurement facilities are owned and maintained by Faustina Pipeline Company and operated by Texas Gas Transmission Corporation. (28) Measurement facilities are owned by Samedan and operated and maintained by ANR Pipeline Company. (29) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by CNG Producing. (30) Measurement facilities are owned, operated, and maintained by Devon Energy Corporation. (31) Measurement facilities are owned by Total Minatome Corporation and operated and maintained by Texas Gas Transmission Corporation. (32) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Trunkline Gas Company. (33) Measurement facilities are owned by Linder Oil Company and operated and maintained by Texas Gas Transmission Corporation. (34) Measurement facilities are owned, operated, and maintained by Mississippi River Transmission Corporation. (35) Measurement facilities are owned, operated, and maintained by Texaco Inc. (36) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Louisiana Resources Company. (37) Measurement facilities are owned, operated, and maintained by Louisiana Resources Company. (38) Measurement facilities are owned by Oklahoma Gas Pipeline Company and operated and maintained by ANR Pipeline Company. (39) Measurement and interconnecting pipeline facilities are owned and maintained by Louisiana Resources Company. The measurement facilities are operated and flow controlled by Texas Gas Transmission Corporation. (40) Measurement facilities are owned by Hall-Houston and operated and maintained by ANR Pipeline Company. (41) Measurement facilities are owned, operated, and maintained as specified in Exhibit "B". (42) Measurement facilities are owned by Enron Corporation and operated and maintained by Texas Gas Transmission Corporation. (43) Measurement facilities are owned by United Cities Gas Company and operated and maintained by TXG Engineering, Inc. (44) Measurement facilities are owned, operated, and maintained by NorAm Gas Transmission Company. (45) Measurement facilities are owned by Falcon Seaboard Gas Company and operated and maintained by Texas Gas Transmission Corporation. (46) Measurement facilities are owned by ANR Pipeline Company and operated and maintained by High Island Offshore System. (47) Measurement facilities are owned by Forest Oil Corporation, et al., and operated and maintained by Tenneco Gas Transportation Company. (48) Measurement facilities are owned by PSI, Inc., and operated and maintained by ANR Pipeline Company. (49) Measurement facilities are owned, operated, and maintained by Tennessee Gas Pipeline Company. (50) Measurement facilities are owned, operated, and maintained by Colorado Interstate Gas Company. (51) Measurement facilities are owned by Producer's Gas Company and operated and maintained by Natural Gas Pipeline Company of America. (52) Measurement facilities are owned by Zapata Exploration and operated and maintained by ANR Pipeline Company. (53) Measurement facilities are jointly owned by Amoco, Mobil, and Union; operated and maintained by ANR Pipeline Company. (54) Measurement facilities are owned, operated, and maintained by VHC Gas Systems, L.P. (55) Measurement facilities are owned by Walter Oil and Gas and operated and maintained by Columbia Gulf Transmission Company. (56) Measurement facilities are operated and maintained by Natural Gas Pipeline Company of America. (57) Measurement facilities are operated and maintained by Texas Gas Transmission Corporation. (58) Measurement facilities are operated and maintained by Tennessee Gas Pipeline Company. (59) Measurement facilities are operated and maintained by Columbia Gulf Transmission Company. (60) Measurement facilities are owned, operated, and maintained by Midwestern Gas Transmission Company. (61) Measurement facilities are owned, operated, and maintained by Western Kentucky Gas Company. (62) Measurement facilities are owned by Egan Hub Partners, L. P., and operated and maintained by Texas Gas Transmission Corporation.