EXHIBIT 10.19 SERVICE PACKAGE NO. 8518 AMENDMENT NO. 0 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of November, 1994, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as "Transporter" and ESSEX COUNTY GAS CO., a MASSACHUSETTS Corporation, hereinafter referred to as "Shipper." Transporter and Shipper shall collectively be referred to herein as the "Parties." ARTICLE I DEFINITIONS 1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 15,728 dekatherms. Any limitations of the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit "A" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas. ARTICLE III POINT(S) OF RECEIPT AND DELIVERY The Primary Point(s) of Receipt and Delivery shall specified on Exhibit "A" attached hereto. ARTICLE IV All facilities are in place to render the service provided for in this Agreement. 1 SERVICE PACKAGE NO. 8518 AMENDMENT NO. 0 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) ARTICLE V QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled. In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's. ARTICLE VI RATES AND CHARGES FOR GAS TRANSPORTATION 6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the rates, charges, and surcharges to be paid by Shipper to Transporter for the transportation service provided herein shall be in accordance with Transporter's Rate Schedule FT-A and the General Terms and Conditions of Transporter's FERC Gas Tariff. 6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing or similar fees, which have not been previously paid for by Shipper, which Transporter incurs in rendering service hereunder. 6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have the unilateral right to file with the appropriate regulatory authority and make effective changes in (a) the rates and charges applicable to service pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s) pursuant to which service hereunder is rendered, or (c) any provision of the General Terms and Conditions applicable to those rate schedules. Transporter agrees that Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates. ARTICLE VII BILLINGS AND PAYMENTS Transporter shall bill and Shipper shall pay all rates and charges in accordance with Articles V and VI, respectively, of the General Terms and Conditions of Transporter's FERC Gas Tariff. 2 SERVICE PACKAGE NO. 8518 AMENDMENT NO. 0 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) ARTICLE VIII GENERAL TERMS AND CONDITIONS This Agreement shall be subject to the effective provisions of Transporter's Rate Schedule FT-A and to the General Terms and Conditions incorporated therein, as the same may be changed or superseded from time to time in accordance with the rules and regulations of the FERC. ARTICLE IX REGULATION 9.1 This Agreement shall be subject to all applicable and lawful governmental statutes, orders, rules and regulations and is contingent upon the receipt and continuation of all necessary regulatory approvals or authorizations upon terms acceptable to Transporter. This Agreement shall be void and of no force and effect if any necessary regulatory approval is not so obtained or continued. All Parties hereto shall cooperate to obtain or continue all necessary approvals or authorizations, but no Party shall be liable to any other Party for failure to obtain or continue such approvals or authorizations. 9.2 The transportation service described herein shall be provided subject to Subpart G, Part 284, of the FERC Regulations. ARTICLE X RESPONSIBILITY DURING TRANSPORTATION Except as herein specified, the responsibility for gas during transportation shall be as stated in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. ARTICLE XI WARRANTIES 11.1 In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following: (a) Shipper warrants that all upstream and downstream transportation arrangements are in place, or will be in place as of the requested effective date of service, and that it has advised the upstream and downstream transporters of the receipt and delivery points under this Agreement and any quantity limitations for each point as specified on Exhibit "A" attached hereto. Shipper agrees to indemnify and hold Transporter harmless for refusal to transport gas hereunder in the event any upstream or downstream transporter fails to 3 SERVICE PACKAGE NO. 8518 AMENDMENT NO. 0 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) receive or deliver gas as contemplated by this Agreement. (b) Shipper agrees to indemnify and hold Transporter harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses (including reasonable attorneys fees) arising from or out of breach of any warranty by Shipper herein. 11.2 Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. ARTICLE XII TERM 12.1 This Agreement shall be effective as of the 1st day of November, 1994, and shall remain in force and effect until the 1st day of November, 2000, ("Primary Term") and on a month to month basis thereafter unless terminated by either Party upon at least thirty (30) days prior written notice to the other Party; provided, however, that if the Primary Term is one year or more, then unless Shipper elects upon one year's prior written notice to Transporter to request a lesser extension term, the Agreement shall automatically extend upon the expiration of the Primary Term for a term of five years and shall automatically extend for successive five year terms thereafter unless Shipper provides notice described above in advance of the expiration of a succeeding term; provided further, if the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash-out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1, shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance no later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Tariff. 4 SERVICE PACKAGE NO. 8518 AMENDMENT NO. 0 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) ARTICLE XIII NOTICE Except as otherwise provided in the General Terms and Conditions applicable to this Agreement, any notice under this Agreement shall be in writing and mailed to the post office address of the Party intended to receive the same, as follows: TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY P.O. Box 2511 Houston, Texas 77252-2511 Attention: Transportation Marketing SHIPPER: NOTICES: ESSEX COUNTY GAS CO 7 NORTH HUNT ROAD AMESBURY, MA 01913 Attention: ALLEN R. NEALE BILLING: ESSEX COUNTY GAS CO P.O. BOX 500 7 NORTH HUNT ROAD AMESBURY, MA 01913 Attention: JOHN J. CAMERON or to such other address as either Party shall designate by formal written notice to the other. ARTICLE XIV ASSIGNMENTS 14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assign any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff. 14.2 Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement. 5 SERVICE PACKAGE NO. 8518 AMENDMENT NO. 0 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) ARTICLE XV MISCELLANEOUS 15.1 The interpretation and performance of this Agreement shall be in accordance with and controlled by the laws of the State of Texas, without regard to the doctrines governing choice of law. 15.2 If any provisions of this Agreement is declared null and void, or voidable, by a court of competent jurisdiction, then that provision will be considered severable at either Party's option; and if the severability option is exercised, the remaining provisions of the Agreement shall remain in full force and effect. 15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas Tariff, no modification of or supplement to the terms and provisions stated in this agreement shall be or become effective until Shipper has submitted a request for change through the TENN-SPEED 2 System and Shipper has been notified through TENN-SPEED 2 of Transporter's agreement to such change. 15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a part hereof for all purposes. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first hereinabove written. TENNESSEE GAS PIPELINE COMPANY BY: /s/ Byron S. Wright ------------------------------ Agent and Attorney-in-Fact Byron S. Wright ESSEX COUNTY GAS CO BY: /s/ Allen R. Neale ------------------------------ TITLE: Vice-President ---------------------------- DATE: 4/18/95 ----------------------------- 6 GAS TRANSPORTATION AGREEMENT (For Use Under FT-A Rate Schedule) EXHIBIT "A" AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT DATED November 1, 1994 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND ESSEX COUNTY GAS CO ESSEX COUNTY GAS CO EFFECTIVE DATE OF AMENDMENT: November 1, 1994 TE SCHEDULE: FT-A SERVICE PACKAGE: 8518 SERVICE PACKAGE TQ: 15,728 Dth METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG - ------------------------------------------------------------------------------------------------------------------------------------ 0807 SAMEDAN-BRAZOS BLK A-52 C OFFSHORE-FEDERA OT 00 R 100 1034 SEAGULL OPERATING - GALVESTON I SEAGULL ENERGY E&P INC OFFSHORE-FEDERA OT 00 R 100 1366 TRANSCONTINENTAL - UTOS EXCHAN CAMERON LA 01 R 800 0454 AMERICAN-N KEERAN WELL ROCKLAND PIPELINE COMPANY VICTORIA TX 00 R 100 0688 APACHE-LAKE RACCOURCI DEHYD APACHE CORPORATION LAFOURCHE LA 01 R 500 0734 VALLEY-HACKBERRY DEHYD TRANS VALLEY GAS TRANSMISSION INC CAMERON LA 01 R 800 0864 KOCH-MONROE DEHYD TRANS KOCH GATEWAY PIPELINE COMPANY OUACHITA LA 01 R 100 1119 CHEVRON-S MARSH IS BLK 61 C LOUISIANA LAND AND EXPLORATION OFFSHORE-FEDERA OL 01 R 500 1306 CHANNEL-AGUA DULCE EXCH CHANNEL INDUSTRIES GAS CO NUECES TX 00 R 100 1330 FITE-CHEMARD LAKE DEHYD FITE OIL & GAS INC DE SOTO LA 01 R 100 1353 AMOCO-EUGENE IS BLK 322 A AMOCO PRODUCTION CO OFFSHORE-FEDERA OL 01 R 500 1488 SOUTHERN-TOCA EXCH SOUTHERN NATURAL GAS CO ST BERNARD LA 01 R 500 1972 GREAT - SOUTH MARSH ISLAND 798 GREAT WESTERN OFFSHORE INC OFFSHORE-FEDERA OL 01 R 500 2011 ENERGY - VERMILLION 117 (119G) ENERGY DEVELOPMENT CORP OFFSHORE-FEDERA OL 01 R 800 2020 TRANSCO - FALFURRIAS TRANSPORT JIM WELLS TX 00 R 100 2 FOREST - EUGENE ISLAND BLK 325 FOREST OIL CORP OFFSHORE-FEDERA OL 01 R 500 2 VALERO - MONTE CHRISTO EXCHANG VALERO TRANSMISSION LP HIDALGO TX 00 R 100 2273 ZILKHA - WEST CAMERON 53 OFFSHORE-FEDERA OL 01 R 800 2298 M W - WELCH DEHYDRATION JEFFERSON DAVIS LA 01 R 500 8029 COLUMBIA SHIP SHOAL BLK 247F OFFSHORE-FEDERA OL 01 R 500 Total Receipt TQ: 0122 ESSEX-HAVERHILL SMS ESSEX COUNTY GAS CO ESSEX MA 06 D 200 0138 ESSEX-WENHAM MASS ESSEX COUNTY GAS CO ESSEX MA 06 D 200 0323 ESSEX-ESSEX MASS ESSEX COUNTY GAS CO ESSEX MA 06 D 200 METER METER NAME INTERCONNECT PARTY NAME METER-TQ Minimum Pressure - ------------------------------------------------------------------------------------------------------------------------------------ 0807 SAMEDAN-BRAZOS BLK A-52 C 881 1034 SEAGULL OPERATING - GALVESTON I SEAGULL ENERGY E&P INC 353 1366 TRANSCONTINENTAL - UTOS EXCHAN 1,343 0454 AMERICAN-N KEERAN WELL ROCKLAND PIPELINE COMPANY 219 0688 APACHE-LAKE RACCOURCI DEHYD APACHE CORPORATION 569 0734 VALLEY-HACKBERRY DEHYD TRANS VALLEY GAS TRANSMISSION INC 926 0864 KOCH-MONROE DEHYD TRANS KOCH GATEWAY PIPELINE COMPANY 309 1119 CHEVRON-S MARSH IS BLK 61 C LOUISIANA LAND AND EXPLORATION 1,940 1306 CHANNEL-AGUA DULCE EXCH CHANNEL INDUSTRIES GAS CO 2,110 1330 FITE-CHEMARD LAKE DEHYD FITE OIL A GAS INC 90 1353 AMOCO-EUGENE IS BLK 322 A AMOCO PRODUCTION CO 1,592 1488 SOUTHERN-TOCA EXCH SOUTHERN NATURAL GAS CO 1,100 1972 GREAT - SOUTH MARSH ISLAND 798 GREAT WESTERN OFFSHORE INC 306 2011 ENERGY - VERMILLION 117 (119G) ENERGY DEVELOPMENT CORP 108 2020 TRANSCO - FALFURRIAS TRANSPORT 1,235 2 FOREST - EUGENE ISLAND BLK 325 FOREST OIL CORP 347 2 VALERO - MONTE CHRISTO EXCHANG VALERO TRANSMISSION LP 309 2273 ZILKHA - WEST CAMERON 53 926 2298 M W - WELCH DEHYDRATION 669 8029 COLUMBIA SHIP SHOAL BLK 247F 396 15,728 0122 ESSEX-HAVERHILL SMS ESSEX COUNTY GAS CO 17,300 100 LBS 0138 ESSEX-WENHAM MASS ESSEX COUNTY GAS CO 4,100 100 LBS 0323 ESSEX-ESSEX MASS ESSEX COUNTY GAS CO 900 100 LBS 7 METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG - ------------------------------------------------------------------------------------------------------------------------------------ 0578 PENN-NFG-ANDREWS SETTLEMENT SA PENN YORK ENERGY CORPORATION POTTER PA 04 D 300 0018 TGP - NORTHERN STORAGE INJECTI POTTER PA 04 D 300 METER METER NAME INTERCONNECT PARTY NAME METER-TQ Minimum Pressure - ------------------------------------------------------------------------------------------------------------------ 0578 PENN-NFG-ANDREWS SETTLEMENT SA PENN YORK ENERGY CORPORATION 2,333 2,333 0018 TGP - NORTHERN STORAGE INJECTI 8,354 8,354 Total Delivery TQ: 32,987 32,987 NUMBER OF RECEIPT POINTS AFFECTED: 20 NUMBER OF DELIVERY POINTS AFFECTED: 5 THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR ALL TRANSPORTATION CONTRACTS CONVERTED FROM FIRM SALES CANNOT ON ANY DAY EXCEED THE FOLLOWING QUANTITIES: METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG - ------------------------------------------------------------------------------------------------------------------------------------ 0122 0 ESSEX-HAVERHILL SMS ESSEX COUNTY GAS CO ESSEX MA 06 D 200 0138 0 ESSEX-WENHAM MASS ESSEX COUNTY GAS CO ESSEX MA 06 D 200 0 ESSEX-ESSEX MASS ESSEX COUNTY GAS CO ESSEX MA 06 D 200 0 PENN-NFG-ANDREWS SETTLEMENT SA PENN YORK ENERGY CORPORATION POTTER PA 04 D 300 10018 0 TGP - NORTHERN STORAGE INJECTI POTTER PA 04 D 300 METER METER NAME INTERCONNECT PARTY NAME METER-TQ Minimum Pressure - ------------------------------------------------------------------------------------------------------------------------- 0122 0 ESSEX-HAVERHILL SMS ESSEX COUNTY GAS CO 17,300 0138 0 ESSEX-WENHAM MASS ESSEX COUNTY GAS CO 4,100 0 ESSEX-ESSEX MASS ESSEX COUNTY GAS CO 900 0 PENN-NFG-ANDREWS SETTLEMENT SA PENN YORK ENERGY CORPORATION 2,333 10018 0 TGP - NORTHERN STORAGE INJECTI 8,354 THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR ALL TRANSPORTATION CONTRACTS CONVERTED FROM FIRM SALES CANNOT EXCEED 4,100 DTH/DAY FOR THE FOLLOWING METERS. METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG - ------------------------------------------------------------------------------------------------------------------------------------ 20138 0 ESSEX-WENHAM MASS ESSEX COUNTY GAS CO ESSEX MA 06 D 200 20323 0 ESSEX-ESSEX 14ASS ESSEX COUNTY GAS CO ESSEX MA 06 D 200 METER METER NAME INTERCONNECT PARTY NAME METER-TQ Minimum Pressure - ------------------------------------------------------------------------------------------------------------------------------------ 20138 0 ESSEX-WENHAM MASS ESSEX COUNTY GAS CO 20323 0 ESSEX-ESSEX 14ASS ESSEX COUNTY GAS CO METERS 060018 AND 070018 ARE FOR NOMINATION PURPOSES ONLY AND DO NOT DENOTE CAPACITY AT THESE SPECIFIC POINTS. Note: Exhibit "A" is a reflection of the contract and all amendments as of the amendment effective date. 8