Exhibit 10(e)(e)(e)
FIRST AMENDMENT
TO
THE MASTER FIRM PURCHASE/SALE AGREEMENT
BY AND BETWEEN
ROANOKE GAS COMPANY
AND
PG & E ENERGY TRADING-GAS CORPORATION
DATED
MARCH 1, 1999
This Amendment, (the "Amendment") to that certain Master Firm Purchase/Sale
Agreement between Roanoke Gas Company, a Virginia corporation ("RGC"), and PG &
E Energy Trading-Gas Corporation, a California corporation ("Energy Trading"),
dated March 1, 1999 (the "Master Firm Agreement"), is entered into by RGC and
ENERGY TRADING, effective as of October 20, 1999.
WHEREAS, RGC 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 RGC's natural gas, transportation and storage assets, exclusive of LNG
facilities;
WHEREAS, ENERGY TRADING's asset management shall include its assumption
of 100% of RGC's natural gas requirements up to 74,531dth per day, on a firm
uninterruptible basis;
WHEREAS, a portion of RGC's natural 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
RGC by ENERGY TRADING under the terms of the Master Firm Agreement; and
WHEREAS, to further facilitate ENERGY TRADING's management of RGC's
assets, the parties desire to amend the Master Firm Agreement to (i) govern
ENERGY TRADING's asset management responsibilities, including management of
RGC's storage capacity located at the storage facilities listed on Exhibit A
hereto and (ii) 2.179122 Bcf of natural gas owned by RGC 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, RGC 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 RGC'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 Firm Agreement,
it must give notice to RGC prior to the close of business on February
29, 2000. Both parties agree that if the Master Firm Agreement is
extended, and RGC so desires, they will negotiate in good faith to
develop a plan for Energy Trading to take title to RGC's storage
capacity and stored gas until delivery to RGC'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 RGC's natural gas requirements up to 74,531 dth
per day, on a firm uninterruptible basis, and to provide asset
management services to RGC, 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, RGC 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 RGC'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 RGC.
9.3 Management Fee Waiver. In lieu of any management fee payable to
ENERGY TRADING for its asset management services hereunder, RGC 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, RGC 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 RGC, 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 Firm
Agreement, as
between the parties, the term "Seller" shall refer to ENERGY TRADING,
either in its own right or on behalf of RGC, and the terms "Buyer" and
"Customer" shall refer to RGC.
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
______ day of October, 1999.
ROANOKE GAS COMPANY
By: s/John B. Williamson, III
Name: John B. Williamson, III
Title: Chairman and CEO
PG & E ENERGY TRADING-GAS CORPORATION
By: s/Tony Chovanec/SBS
Name: Tony Chovanec
Title: Vice President
EXHIBIT A
[Storage Asset details]
EXHIBIT A TO THE FIRST AMENDMENT
Firm Storage Contracts
Roanoke Gas Company
Storage Max Daily Max Daily
Pipeline Type SCQ Withdrawal Rights Injection Rights
Columbia Transmission FSS 1,511,939 25,364 12,096
Tennessee Gas Pipeline FS-PA 400,000 3,500 2,667
Tennessee Gas Pipeline FS-MA 134,603 978 897
Tennessee Gas Pipeline FS-PA 31,174 211 208
Virginia Gas Firm 180,000 2,000 1,200