EXHIBIT 10(f)-1
PORTIONS OF THIS EXHIBIT IDENTIFIED BY "***" HAVE BEEN DELETED PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, AND THE FREEDOM OF INFORMATION ACT.
MOBIL NATURAL GAS INC.
12450 GREENSPOINT DRIVE
HOUSTON, TEXAS 77060-1991
August 10, 1995
CONFIDENTIAL
Mr. J. Harris Oswalt
Mobile Gas Service Corporation
P. 0. Box 2248
2828 Dauphin St.
Mobile, Alabama 36652
AGREEMENT FOR SALE AND
PURCHASE OF GAS
MOBILE PLANT
S-6650
Ladies and Gentlemen:
This letter shall confirm the agreement between Mobil Natural Gas Inc.
("Mobil") and Mobile Gas Service Corporation ("Buyer") for the sale and
purchase of gas for a *** year price renegotiation and term extension through
close of *** , in accordance with provisions of the Letter Agreement dated
November 1, 1991. When executed by both parties, this Letter Agreement shall
constitute a binding agreement between Mobil and Buyer.
Mobil agrees to sell, and Buyer agrees to purchase, natural gas during the
term hereof in accordance with the following provisions and the terms and
provisions of Appendices A, B, C, and D, attached to and made part of this
letter Agreement:
1. NATURE OF SALE: Warranty. Mobil warrants that it will deliver gas in
accordance with Section 4 of Appendix B, or pay damages, pursuant to Section 5
thereof, for its failure to deliver such quantity, except to the extent of
any gas which Mobil is unable to deliver pursuant to Section 9, Force
Majeure, of Appendix B.
2. QUANTITY: The Maximum Contract Quantity (MCQ) for each day during the term
of this Agreement shall be the quantity set out on Appendix A.
3. SALES POINT(S): Title to and possession of gas delivered shall pass from
Mobil to Buyer at the Sales Point(s) listed on Appendix A.
Mobile Gas Service Corporation
August 10, 1995
Page 2
4. COMMODITY CHARGE: Buyer agrees to pay Mobil the Commodity Charge indicated
on Appendix A for each MMBtu of gas nominated by Buyer with adjustment to
actuals to follow.
5. RESERVATION CHARGE: Regardless of the amount of gas actually taken by
Buyer in any month, Buyer agrees to pay Mobil the Reservation Charge
indicated on Appendix A in consideration for Mobil's agreement to make a
quantity of gas, up to the MCQ, available each day.
This Letter Agreement, and Appendices A, B, C, and D constitute the parties'
entire agreement as to the matters covered hereby.
If the foregoing correctly reflects your understanding of our agreement,
please execute both of the enclosed originals of this Letter Agreement and
return one fully executed original to the undersigned.
Very truly yours,
MOBIL NATURAL GAS INC.
/s/ Daryl T. Landry
Daryl T. Landry
Area Sales Manager
ACCEPTED AND AGREED TO
This 14th day of September 1995
BUYER: MOBILE GAS SERVICE CORPORATION
By: /s/ Gerald S. Keen
Name (Printed): Gerald S. Keen
Title: Vice President
APPENDIX A
WARRANTY LETTER AGREEMENT
Attached to and forming part of the Letter Agreement dated November 1, 1991
between Mobil Natural Gas Inc. and Mobile Gas Service Corporation.
PART I
MCQ SALES POINT(S)
-------------------------------
EFFECTIVE PERIOD (MMBtu/D) Location Meter No.
- --------------------- ------- -------- ----------
*** ***
Mobil Mobile Bay
Alternate: Koch Gateway 2460
Pipeline Co.
At Whistler
PART II
COMMODITY CHARGE MMBtu (Dry)1 RESERVATION CHARGE
- ------------------------------- ---------------------
Arithmetic Average of Calculated monthly, according to the
Inside FERC Indexes 2 formula R = *** , where P equals
the commodity Charge; MCQ
***3 equals the Maximum Contract Quantity
( *** MMBTU/D); and D equals the
number of gas days in the month.
AGREED AND ACCEPTED this 14th day of September, 1995.
BUYER: SELLER:
MOBILE GAS SERVICES CORPORATION MOBIL NATURAL GAS INC.
By: /S/ Gerald S. Keen By: /S/ Daryl T.
Landry
1 The Commodity charge includes all taxes, transportation charges, and other
add-ons, aftributable to the gas prior to delivery, excluding only sales,
use, and gross receipts taxes arising at the time of delivery and/or title
passage. Buyer shall pay all sales, use, and gross receipts taxes unless
Buyer is exempt, by law, from such taxes. Buyer agrees to provide Seller
copies of any applicable exemption certificates.
2 The Inside FERC Index shall be determined monthly by calculating the
arithmetic average of the 30 day spot prices for gas delivered into the
following pipeline systems at the identified supply areas: *** , as reported
in the publication "Inside FERC's Gas Market Report (McGraw Hill) under the
heading of "Index", for the first Day of the Month or the earliest Day in that
Month for which such prices are reported.
3 Should implications of FERC Order 636 change the value of the commodity,
both parties agree to attempt to renegotiate said commodity for the remaining
term of the contract.
APPENDIX B
TERMS & CONDITIONS
WARRANTY LETTER AGREEMENT
1. DEFINITIONS:
a. MMBtu: The unit of measurement shall be one million British Thermal Units
(MMBtu), determined on the basis of gross heating value (determined at
60degreesF when saturated with water vapor at an absolute pressure of 14.73
psia, adjusted for water content as delivered).
b. Day: A period from 7:00 A.M. at the Sales Points until 7:00 A.M. on the
following day.
c. Month: A period from 7:00 A.M. on the first Day of the calendar month and
ending at 7:00 A.M. on the first Day of the following month.
2. DECONTROL: Buyer and Seller agree, to the extent they are legally
empowered to do so, that gas sold under this Agreement shall not be subject to
control by any governmental agency. Instead, the parties intend to have their
negotiated price govern.
3. BUYER'S OBLIGATIONS: Buyer will notify Mobil, in writing, on or before the
20th Day of each Month, of the quantity of gas Buyer willt purchase each Day
during the next Month (Purchase Quantity). Buyer may request any quantity,
including zero, up to the MCQ. Except to the extent prevented by Force
Majeure, it is Buyer's intention to take each day at least 80% of all gas
nominated at the Sales Point(s). As to any failure to take at least 80% of
the monthly nominated quantity at the delivery point, or take during any month
at least 80% of the nominated quantity at the delivery point, Buyer shall pay
Seller, in addition to the commodity price set forth on Appendix A, the
difference between 80% of the nominated quantity and the quantities actually
delivered multiplied by 20% of the commodity price.
4. SELLER'S OBLIGATIONS: Mobil agrees to deliver each Day at the Sales
Point(s) a quantity of gas within +-10% of the Purchase Quantity (Daily
Operating Tolerance), up to the MCQ. Mobil's obligation to deliver gas during
any Month shall be met by deliveries within +-5% (Monthly Operating Tolerance)
of the Monthly Purchase Quantity (the sum of the Purchase Quantities in effect
each Day during such Month).
5. DAMAGES: If Mobil tenders a quantity of gas which is less than the
Purchase Quantity and outside the Daily Operating Tolerance and is not
excused by Mobil's force majeure or an act or omission of Buyer or Buyer's
transporter, Mobil shall pay damages for such failure in an amount equal to
the increased costs which Buyer demonstrates it paid for replacement Gas.
Such increased costs, if any, shall be measured by comparing:(i) the total
costs paid by Buyer for the replacement gas and Buyer's costs to have such
gas delivered to the Sales Point(s) to (ii) the total costs which would
otherwise have been paid by Buyer to purchase gas hereunder and have such gas
delivered to its facilities, provided that it is understood that Buyer will
purchase the least expensive replacement gas consistent with consideration of
reliability of supply. If, however, any such shortfall does not result in
Buyer receiving less gas at its facilities than required, but rather
results in an imbalance under Buyer's transportation agreement(s), Mobil shall
have no obligation to pay damages for such shortfall; provided that Mobil,
upon written demand and after having failed to make-up such imbalance within
the maximum period prescribed in Buyer's transportation agreement(s), shall
reimburse Buyer for any imbalance penalties caused by Mobil's shortfall and
paid by Buyer under its transportation agreement(s). Buyer's written demand
for damages or reimbursement for imbalance penalties must be received within
sixty (60) Days after the end of the Month for which damages or imbalance
penalties are claimed or Buyer shalt be deemed to have waived any right to
seek damages or reimbursement for imbalance penalties for such Month.
6. BILLING & PAYMENT: Mobil will provide Buyer an invoice by the 10th Day of
each Month showing the quantity of gas tendered at the Sales Points during the
preceding Month and the amount due therefor. If actual measurement data is
not available, Mobil will estimate the volume delivered using the best
information available. Payment shall be made by electronic transmission of
funds, or other means agreeable to the parties, within ten (10) Days of the
date of the date of Mobil's posting its invoice in the U.S. mails or other
delivery mechanism or service. A revised invoice will be prepared as soon as
actual data is available, and any additional payment, or refund, will be made
within 10 days after the posting of Mobil's invoice in the U.S. mails or
other delivery mechanism or service. Buyer's obligation to pay for gas
received will not be excused for force majeure, and will survive the
termination hereof. If Buyer fails to pay any amount when due,
interest thereon shat I accrue at the lesser of the average prime commercial
rate being charged during the period of delinquency by Citibank, N.A., New
York, N.Y. or the effective maximum legal rate. Each party has the right, at
its expense and during business hours, to examine the pertinent records and
books of the other to verify the accuracy of any invoice, charge, or
computation.
7. MEASUREMENT, QUALITY & PRESSURE: The parties will agree which, as between
them, is responsible for measurement. Measurement requirements will be those
in effect on the pipeline system through which gas is transported to the Sales
Point(s). Gas tendered by Mobil will meet the quality and pressure
specifications of the pipeline and/or facilities at the Sales Point(s) into
which gas is delivered.
8. WARRANTY OF TITLE: Mobil warrants, at the time of delivery, Mobil's title
to all gas delivered, and that such gas will be free from liens, claims or
encumbrances. Mobil indemnifies Buyer against any direct loss, damage or
expense Buyer may sustain from a claim involving gas hereunder prior to
delivery at the Sales Point(s). Buyer agrees to indemnify Mobil against any
direct loss, damage, or expense Mobil may sustain from a claim involving gas
hereunder at or after delivery at the Sales Point(s). Neither party shall be
liable to the other for indirect, consequential, or special damages.
9. FORCE MAJEURE: Non-performance of any obligation hereunder, other than the
obligation to pay for gas taken, shall be excused if prevented by an
occurrence of force maieure, but only for so long as performance is prevented
by such force majeure. The party claiming excuse shall promptly advise the
other party of such force majeure event and shall, with reasonable efforts,
seek to remedy the occurrence. Force majeure as used herein shall mean any
event beyond the reasonable control of the party in question which prevents,
in whole or part, that party's performance of obligations hereunder, and shall
include, without limitation: floods, hurricanes, breakage or accident to
machinery, plants or pipelines, failure or inability of Mobil's or Buyer's
transporter(s) to transport gas made available hereunder, and the operation of
governmental authority (except at the request of the party claiming force
majeure), but shall not include Buyer's loss of markets or Mobil's inability
to secure gas at prices satisfactory to Mobil.
10. PROCESSING: Mobil reserves the right to process gas after delivery at the
Sales Point(s), and agrees to indemnify Buyer for any Btu losses and
transportation charges incurred by Buyer as a result of Mobil's processing.
11. NOTICE: All notices will be in writing and will be deemed delivered when
mailed by U.S. Mail to the address of the other party. Notice by telecopier
shall be effective when received provided a copy is mailed by the U.S. Mail
within two (2) working days.
12. MISCELLANEOUS: This Agreement may not be assigned, except to an affiliate
of the assigning party, without the prior written consent of the other party,
and shall be governed by the laws of the State of Texas without recourse to
the rules for conflicts of Laws.
13. ALABAMA PUBLIC COMMISSION APPROVAL: It is understood that Buyer will seek
approval of the Alabama Public Commission of this contract. If the Alabama
Public Commission issues an order disapproving this contract, or otherwise
indicates its disapproval, then Buyer may terminate this contract by giving 30
days prior written notice. Should Buyer not so terminate the contract, the
terms and provisions of this contract shall remain in full force and effect
for the remaining term. In the event of any such termination, Mobil shall not
be obligated to refund any amounts received by Mobil for gas delivered under
this contract prior to termination.
APPENDIX C
During a month, Buyer may request on 24 hours notice a change in the Purchase
Quantity for the portion of such Month remaining after the date of such a
request, upward by *** percent ( *** %) of the MCQ not to exceed the MCQ, or
downward by *** percent( ***%) of the MCQ, not less than zero, by notifying
Seller verbally (followed by written confirmation within 24 hours) of its
desire for such a change. This swing option is available on a *** month
basis ( *** ). If the swing option is not utilized in any given month, that
option becomes null and void and is not available to be carried forward for
use in future months (i.e., there is no accumulation of unused monthly swing
options).
APPENDIX D
STAND-BY SERVICE
Stand-by Service
Mobil will provide an additional volume of gas up to *** MMBtu/D delivered
into Mobile Gas Service if unsold gas is available or if gas becomes
available through the curtailment of *** on the Mobile Gas Service System, in
the event of an emergency shutdown at ***. A service fee equal to *** will be
added to the commodity cost then in effect.