Exhibit 10(c)(c)(c)
FIRST AMENDMENT
TO
THE MASTER FIRM PURCHASE/SALE AGREEMENT
BY AND BETWEEN
BLUEFIELD GAS COMPANY
AND
PG & E ENERGY TRADING-GAS CORPORATION
DATED
NOVEMBER 1, 1999
This Amendment, (the "Amendment") to that certain Master Firm Purchase/Sale
Agreement between Bluefield Gas Company, a West Virginia corporation ("BGC"),
and PG & E Energy Trading-Gas Corporation, a California corporation ("Energy
Trading"), dated November 1, 1999 (the "Master Firm Agreement"), is entered into
by BGC and ENERGY TRADING, effective as of November 1, 1999.
WHEREAS, BGC and ENERGY TRADING have entered into a Letter of Intent,
dated October 18, 1999, pursuant to which ENERGY TRADING has agreed to manage
all of BGC's natural gas, transportation and storage assets, exclusive of LNG
facilities;
WHEREAS, ENERGY TRADING's asset management shall include its assumption
of 100% of BGC's natural gas requirements up to 15,740/dth per day, on a firm
uninterruptible basis;
WHEREAS, a portion of BGC's gas requirements will be pulled from storage
and on any given day the contract withdrawal plan may differ from physical
storage activities, and a portion of such requirements may be sold to BGC by
ENERGY TRADING under the terms of the Master Firm Agreement; and
WHEREAS, to further facilitate ENERGY TRADING's management of BGC's
assets, the parties desire to amend the Master Firm Agreement to (i) govern
ENERGY TRADING's asset management responsibilities, including management of
BGC's storage capacity located at the storage facilities listed on Exhibit A
hereto and (ii) .458271 Bcf of natural gas owned by BGC and stored at the
storage facilities (the "Storage Assets"), which Storage Assets shall then be
loaned back and forth between the parties during the term thereof.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, BGC and ENERGY TRADING agree as follows:
1. ARTICLE 1. TERM of the Master Firm Agreement is hereby deleted in
its entirety and replaced by the following:
"ARTICLE 1. TERM. This Master Firm Agreement shall govern all
Transactions for (i) the firm purchase or sale of gas between the
parties, and (ii) ENERGY TRADING's management of BGC's Storage
Assets under Article 9 hereof, to be in effect until October 31,
2000. At ENERGY TRADING's sole election, the term of this Master
Firm Agreement may be extended through October 31, 2001. Should
ENERGY TRADING elect to extend this Master Finn Agreement, it
must give notice to BGC prior to the close of business on
February 29, 2000. Both parties agree that if the Master Firm
Agreement is extended, and BGC so desires, they will negotiate in
good faith to develop a plan for Energy Trading to take title to
BGC's storage capacity and stored gas until delivery to BGC's
citygate. Termination of this Master Firm Agreement shall in all
instances be subject to Section 8.4.
2. The Master Firm Agreement is hereby amended to add an ARTICLE 9.
ASSET MANAGEMENT. Article 9 shall read as follows:
"ARTICLE 9. ASSET MANAGEMENT. 9.1 Management Services. Beginning
on November 1, 1999, ENERGY TRADING agrees to assume full
responsibility for supplying 100% of BGC's natural gas
requirements up to 15,740/dth per day, on a firm uninterruptible
basis, and to provide asset management services to BGC, such
services to be provided for the remainder of the term of this
Master Firm Agreement.
9.2 Limited Agency Appointment. In order to facilitate ENERGY
TRADING's management services, BGC hereby appoints ENERGY TRADING
its limited agent for the purpose of nominating injections and
withdrawals from storage, buying and selling natural gas on its
behalf. As BGC's limited agent, ENERGY TRADING's role shall be
one of independent contractor, and in no event shall the
relationship between the parties be construed as a partnership,
joint venture or full agency relationship. At all times during
ENERGY TRADING's agency, title to all gas withdrawn from,
purchased, sold or injected into storage shall reside with BGC.
9.3 Management Fee Waiver. In lieu of any management fee payable
to ENERGY TRADING for its asset management services hereunder,
BGC waives all proceeds, if any, recognized by ENERGY TRADING in
the management of the Storage Assets, other than the demand
charge provided for in the Special Conditions section of the
Transaction Confirmation.
9.4 Inadequate Performance. Notwithstanding any other provisions
in this Master Firm Agreement, BGC shall have a unilateral right
to terminate this Master Firm Agreement before March 31, 2000,
upon 10 days' notice to ENERGY TRADING, for inadequate
performance. "Inadequate performance" shall only
mean ENERGY TRADING's failure to supply the firm citygate natural
gas volumes to BGC, as contracted by the parties unless ENERGY
TRADING'S performance is excused under the Master Firm Agreement.
3. For purposes of incorporating this Amendment into the Master Finn
Agreement, as between the parties, the term "Seller" shall refer
to ENERGY TRADING, either in its own right or on behalf of BGC,
and the terms "Buyer" and "Customer" shall refer to BGC.
4. The commercial terms of the Letter of Intent between the parties
are incorporated herein by this reference and made a part hereof.
5. Except as set forth in this Amendment, the terms of the Master
Firm Agreement are ratified and confirmed in all respects by the
parties.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the
1st day of November, 1999.
BLUEFIELD GAS COMPANY
By: s/John B. Williamson, III
Name: John B. Williamson, III
Title: Chairman & CEO
PG & E ENERGY TRADING-GAS CORPORATION
By:______________________
Name:____________________
Title:___________________
EXHIBIT A
[Storage Asset details]
EXHIBIT A TO THE FIRST AMENDMENT
Firm Storage Contracts
Bluefield Gas Company
Storage Max Daily Max Daily
Pipeline Type SCQ Withdrawal Rights Injection Rights
Columbia Transmission FSS 480,915 8,682 3,847