EXHIBIT 10.102
ALLENERGY GAS & ELECTRIC MARKETING COMPANY, L.L.C
NATURAL GAS SERVICE TERMS
DATED 5/20/02
These Natural Gas Service Terms ("Service Terms") concern the sale and purchase
of natural gas ("gas") and are agreed to by AllEnergy Gas & Electric Marketing
Company, L.L.C. ("AllEnergy") and Quaker Fabrics ("Buyer"). Buyer and AllEnergy
may be referred to individually as "Party" or collectively as "Parties".
1. Definitions
1. "Natural Gas Sales Agreement" ("Agreement") shall mean the attachment
which identifies the relevant information, including pricing, term and
type of supply, applicable to a specific transaction between AllEnergy
and Buyer.
2. "Full Gas Requirements" shall mean Buyer's total energy usage which
could be supplied by AllEnergy under Buyer's local distribution
company (LDC) rate schedule specified in the Agreement.
3. "Delivery Point(s)" shall mean the city gate(s) of Buyer's LDC.
4. "Firm Service" shall mean that AllEnergy will deliver or arrange for
the delivery of Buyer's Full Gas Requirements to the Delivery Point(s)
each and every day during the term of the Agreement. Absent a Force
Majeure event or written consent from Buyer, AllEnergy will not have
the right to interrupt or reduce the delivery of gas.
5. "Recallable Service" shall mean that AllEnergy will have the right to
interrupt or reduce the delivery of gas to the Delivery Point(s) on a
number of days as specified in the Agreement. AllEnergy will deliver
or arrange for the delivery of Buyer's Full Gas Requirements to the
Delivery Point(s) on all other days during the term of the Agreement.
6. "Interruptible Service" shall mean that AllEnergy will make best
efforts to deliver or arrange for the delivery of Buyer's Full Gas
Requirements to the Delivery Point(s) each and every day but maintains
the right to interrupt or reduce the delivery of gas on any day during
the term of the Agreement.
7. "Maximum Daily Quantity (MDQ)" shall mean the highest volume of gas to
be delivered by AllEnergy on any day during the term of the Agreement.
2. Service - Buyer will purchase its Full Gas Requirements for the accounts
listed in the Agreement from AllEnergy at the Delivery Point(s) on a firm,
recallable or interruptible basis as specified in the Agreement and defined
in Section 1 of these Service Terms. AllEnergy will serve as agent for
Buyer in accordance with the policies and procedures of Buyer's LDC in
order to provide coordination functions, including, but not limited to,
nominating, scheduling and balancing. Buyer will utilize AllEnergy as its
sole gas supplier during the term of the Agreement and will not utilize an
alternate fuel unless a Force Majeure event occurs or there is an
interruption of service by Buyer's LDC or AllEnergy. AllEnergy will be
responsible for any and all costs arising out of its failure to fulfill its
obligations hereunder, including all costs incurred in enforcing the
Agreement as well as penalties imposed by Buyer's LDC for failing to
deliver. Buyer will be responsible for any penalties imposed by AllEnergy
or Buyer's LDC for failing to purchase and pay for gas as contemplated
hereby or to discontinue the use of gas when so advised by AllEnergy or
Buyer's LDC. Buyer agrees to continue using gas for all the uses and
processes reflected in the historical usage information provided to
AllEnergy.
3. Interruption Notice - On any day AllEnergy chooses to interrupt or reduce
the delivery of gas in accordance with Recallable or Interruptible Service,
AllEnergy will provide notice to Buyer at least twelve (12) hours prior to
8:00 a.m. eastern time on such day.
4. Delivery Point, Title and Taxes - AllEnergy will deliver or arrange for the
delivery of Buyer's Full Gas Requirements to the Delivery Point(s)
indicated in the Agreement. Title will pass from AllEnergy to Buyer at the
Delivery Point(s). AllEnergy warrants good title to the gas sold and
delivered to Buyer. Buyer will be responsible for all transportation and
service charges imposed by Buyer's LDC relative to the delivery of gas from
the Delivery Point(s) to Buyer's facilities. The Sales Price listed in the
Agreement includes all taxes that are imposed on the gas prior to the
Delivery Point(s). All sales, excise or other taxes which are imposed with
respect to the sale of gas to Buyer or which are incurred after the
Delivery Point(s) will be billed separately to Buyer. If Buyer is exempt
from such taxes, Buyer is responsible for identifying and requesting any
exemption from the collection of the tax(es) by filing appropriate
documentation with AllEnergy.
5. Payment - AllEnergy will bill Buyer each month for all gas delivered for
Buyer's accounts listed in the Agreement as well as any penalties or
cashouts assessed in accordance with Section 2 of these Service Terms.
Bills are due and payable upon receipt. If Buyer fails to pay a bill within
ten (10) days of issuance, Buyer will pay accrued interest of 1.5% per
month on the unpaid balance. Buyer agrees to pay $10.00 per occurrence for
all returned checks, and to reimburse AllEnergy for all costs AllEnergy
reasonably incurs to collect past due amounts from Buyer. Subject to
applicable regulatory requirements, AllEnergy may terminate Buyer's service
without further notice if Buyer fails to pay amounts due in a timely
manner, fails to meet AllEnergy's credit requirements and/or seeks
protection under any bankruptcy or insolvency laws.
6. Nominations - Six (6) business days prior to the beginning of each month of
deliveries during the term of the Agreement, Buyer will notify AllEnergy
via fax with Buyer's estimated gas volume requirements for the upcoming
month. During each month, Buyer will notify AllEnergy with any significant
changes to the original estimate so that deliveries can be adjusted
accordingly. AllEnergy will be responsible for any imbalance penalties
assessed by Buyer's LDC provided Buyer advises AllEnergy of significant
changes to the original usage estimate and such penalties are not a result
of Buyer's failure to discontinue the use of gas when so advised by
AllEnergy or Buyer's LDC. In no month, shall AllEnergy's obligation to
deliver gas to the Delivery Point(s) exceed the MDQ multiplied by the
number of days in the month.
7. Force Majeure - In the event that either Party is rendered unable, wholly
or in part, to perform its obligations under these Service Terms and/or the
Agreement due to events not reasonably anticipated or within the control of
either Party, such as, but not limited to, acts of God, government
regulations, changes in law or utility practices, tariffs, etc., both
Parties agree that such non-performance shall be excused.
8. Assignment - Buyer may assign these Service Terms together with the
Agreement to a third party with the prior written consent of AllEnergy.
AllEnergy may assign these Service Terms together with the Agreement to a
third party with Buyer's prior written consent or to an affiliate without
Buyer's consent. Any required consents shall not be withheld unreasonably
by either Party.
9. Conflicting Terms and Conditions - If the terms and conditions of the
Agreement conflict with these Service Terms, then the Parties will abide by
the obligations and responsibilities outlined in the Agreement.
10. Liability - Buyer and AllEnergy agree that any liability to each other will
be limited to direct damages. Neither Party will be liable for incidental,
consequential, punitive, or indirect damages, lost
profits or lost business in tort, contract or otherwise. This limitation
excludes claims of gross negligence and/or willful misconduct.
11. Notices - Notices and correspondence should be sent to:
AllEnergy Buyer
--------- -----
AllEnergy Gas & Electric Marketing Company, L.L.C. Quaker Fabrics
95 Sawyer Road 941 Grinnell St
Waltham, MA 02453 Fall River, MA 02721
Telephone: (781) 906-2000 Attention: Gus Antonucci
Fax: (781) 906-2001 Telephone: 508 678-1951
Fax: _______________
12. Miscellaneous - These Service Terms together with the Agreement constitute
the entire agreement and understanding between Buyer and AllEnergy, and
supersede any and all prior agreements or understandings. Neither Party
will have any obligation under these Service Terms until an Agreement is
executed by Buyer and AllEnergy. Upon execution of the Agreement by both
Parties, AllEnergy will be obligated to sell and Buyer will be obligated to
purchase gas in accordance with these Service Terms and the Agreement.
These Service Terms and the Agreement shall be governed under the internal
laws (and not the conflict laws) of the Commonwealth of Massachusetts and
may not be amended except by written agreement between both Parties. In the
event that any portion of these Service Terms or the Agreement is deemed
invalid, void or otherwise unenforceable by a court of law, the remaining
portions shall otherwise be fully enforceable. Customer represents and
warrants to AllEnergy that the execution, delivery and performance of the
Agreement does not conflict with, result in the breach of, constitute (with
or without due notice or lapse of time or both) a default under, or require
any notice, consent, or waiver under any contract, agreement, or other
arrangement to which Customer is a party or by which Customer is bound.
AllEnergy Gas & Electric Marketing Company, L.L.C. Buyer: Quaker Fabrics
By: By:
--------------------------------------- -----------------------
Name: Name:
------------------------------------- ---------------------
Title: Director - Sales Title:
--------------------
Date: Date:
------------------------------------- --------------------
[LOGO OF ALLENERGY]
NATURAL GAS SALES AGREEMENT
- --------------------------------------------------------------------------------
1. Term - This Natural Gas Sales Agreement ("Agreement") shall be in effect
for an initial term of Twelve (12) month(s) beginning on November 1, 2002
and concluding on October 1, 2003. It shall continue in effect thereafter
for successive one month periods unless either Party provides thirty (30)
days written notice to the other Party that the Agreement is not to be
extended. Upon or in anticipation of termination or expiration of this
Agreement, should Buyer receive a bona fide third party offer for the sale
of gas, it will promptly present such offer to AllEnergy which shall have
the option to either match the terms of such offer and continue to sell
Buyer's requirements of gas, or reject such offer and cease the sale of gas
upon the date scheduled for such termination or expiration. Additionally,
if during the term of this Agreement, Buyer's LDC, the Public Utility
Commission or other applicable regulatory authority implements a change to
existing transportation programs that would materially impact AllEnergy's
cost of service, AllEnergy will have the right to adjust the sales price
either higher or lower.
2. Sales Price - Unless Buyer requests a price to be locked-in for the
commodity portion, as detailed in the paragraph below, the price to be paid
by Buyer to AllEnergy for all natural gas purchased and sold hereunder
during the period of November 1, 2002 through October 1, 2003 at the
contractual Delivery Point(s) shall be the sum of the Last Day Settlement
Price for Natural Gas on the New York Mercantile Exchange (NYMEX) for each
month plus $ 1.12 per dekatherm (dth).
Buyer shall have the right during the term of this Agreement to lock-in the
price for any or all month(s) by notifying AllEnergy of Buyer's desire to
do so. In order to lock-in a price for such month(s), Buyer shall provide
AllEnergy with a notice which shall identify the month(s) in which Buyer
desires to consider a lock-in. AllEnergy will then provide the price that
it is willing to lock-in. If Buyer wishes to lock-in at the price quoted by
AllEnergy, Buyer shall immediately inform AllEnergy, and AllEnergy will
issue a confirming Lock-In Notice, specifying the month(s), volume(s) and
price(s), which have been locked-in. Buyer acknowledges and agrees that
AllEnergy shall have no obligation to provide a price lock-in if Buyer is
not current in payment of AllEnergy invoices or if Buyer fails to meet
AllEnergy's credit requirements. It is understood and agreed that Buyer may
request a lock-in price up to 12 noon EST of the third business day before
expiration of the applicable NYMEX contract otherwise the above indexed
pricing (NYMEX plus) mechanism prevails. (Current NYMEX expiration dates
will be supplied by AllEnergy upon request.)
3. Delivery Point - Fall River CityGate
4. Type of Supply - AllEnergy will provide FIRM Service to the Deliver Point.
5. Maximum Daily Quantity - ___________________
6. LDC Rate Schedule - T-53
7. Buyer's Facilities
Facility Name and Address LDC Account Number Gas Meter #
Quaker Fabrics 0810844 26399
941 Grinnell St
Fall River, MA 02721
Facility Name and Address LDC Account Number Gas Meter #
Quaker Fabrics 0000011400 009591
1450 Brayton Ave
Fall River, MA 02721
The Natural Gas Service Terms dated 5/20/02 are incorporated herein and are a
part of this Agreement.
AllEnergy Gas & Electric Marketing Company, L.L.C. Buyer: Quaker Fabrics
By: By:
----------------------------------- --------------------------
Name: Name:
--------------------------------- ------------------------
Title: Director - Sales Title:
-----------------------
Date: Date:
--------------------------------- ------------------------
- --------------------------------------------------------------------------------